Countdown to Destruction
by Cyron
Summary: Crossover between My Little Pony: FiM and The Legend of Zelda: Majora's Mask. The Great and Powerful Trixie is back. The first item on her agenda: Revenge on Ponyville and Twilight Sparkle.
1. The Bringer of Joy

Welcome to another story. I hope you enjoy!

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

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><p>Countdown to Destruction<p>

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><p><em>Just a little further...just a little further…just a little further...<em>

The words repeated themselves in her mind over and over again as she continued to climb the rocky terrain surrounding her. The sun was blazing overhead making the already sweltering heat even more unbearable. Beads of sweat poured down her face but she paid them no attention. The heat didn't matter; almost nothing seemed to matter to her these days. Food, water, rest; one by one those needs had been abandoned the further she traveled. She only stopped when her body collapsed in exhaustion and even then she would continue to crawl her way towards her intended destination. How long had it been like that now? She could not tell. Time had also ceased to matter long ago.

There was only room in her mind for one thing: revenge.

She lost her balance and fell on her face. Circles of light seemed to shine in front of her eyes as she hit the ground. Her breath was taken out of her and her body ached with pain as she slowly struggled to get up. Her thoughts had betrayed her, turning to a familiar figure from her past, and she gritted her teeth and emitted a low growl as she remembered said figure, the one who had embarrassed her in front of everyone.

Her mind recalled the events as though they had occurred the day before. How she had arrived in town, confident that she would make a name for herself and impress everyone with her magic. She remembered the small group that had been less than thrilled with her act. Who were they to challenge the Great and Powerful Trixie? She had made quick work of them, relishing in the laughter and cheers of her adoring public and glowing in the attention they gave her. And why should they not? She was obviously greater than them, possessing impressive magical abilities beyond anything they were capable of. She was one in a thousand, a lone star that was destined to shine over everyone else.

Or so she had thought.

Anger coursed through her body, and she used it to press on, pulling herself up from the ground and climbing on stable footing. Her thoughts returned to the moment when everything had changed. The moment she had been revealed for what she truly was, and her spotlight had been taken by another.

Twilight Sparkle.

The name resounded deeply within her, causing sparks of energy to shoot out of her horn. She would never forget how the purple unicorn had vanquished the Ursa Minor, using magic that had made her abilities seem like those of a rank amateur by comparison. She had managed to succeed where she, the Great and Powerful Trixie, had failed. She had been beaten by a low-class unicorn, humiliated by a commoner from a small village, and she had lost the adoration of her fans in the process. Her shine was gone, stolen by someone who was not deserving of it.

She became lost in thought as she continued through the valley that spread before her. The heat radiated over her for a moment and then it was gone, everything around her disappearing as her attention became focused on the purple unicorn and memories that seemed from long ago.

She had believed that Twilight Sparkle did not deserve the spotlight.

She had been wrong.

. . .

She had traveled to Canterlot after that incident, racing through the winding path all night long in hopes of outrunning the deep embarrassment her brief stay in Ponyville had caused her. She had convinced herself that it was just a minor mishap that had happened in a place of no importance. Now she was in the capital city, Canterlot itself, and she was ready to hear the clamor of an adoring audience as she shone brightly above the rest of them once more. She wasted no time in rebuilding her traveling cart, the total cost for its replacement heavily hurting her funds. But she did so without a single regret, believing that she would be able to make up for it easily once she impressed the citizens of Canterlot.

Fate, however, had not been so kind.

Her act was a complete disaster, her would-be adoring audience dispersing as soon as she began. 'Simple filly magic', they had called it, their words a knife that twisted into her heart deeper than anything had ever managed to do before. How she wished she could have simply vanished on the spot, to disappear into thin air as she walked down the streets of the fair city, her head low to avoid unwanted attention. Her dreams had been ruined; her chance to shine was gone. She was nothing now; just a no-name, another face in the crowd.

Her resolve gone, she decided to leave the city for good. Her funds were low and her travels had left her with nothing but bad memories. She figured that she would return to her hometown and start all over again. She would always be a big hit there, a thought that was bittersweet at best. Never would she be the best of them, always being reduced to nothing more than the big fish in a small pond. It was a hurtful thought, but she realized with a sigh that she had no other choice at the moment but to accept that truth. With a heavy heart she packed her bags and prepared to take her leave of the capital city.

In the end she had postponed the return to her home for a day so that she could do some proper research before finally leaving the unremarkable tour behind her. She had traveled to the city's central library hoping to learn about other unicorns who had managed to make a name for themselves with their unique magic. The list was shorter than she had expected and she felt her heart sink. That so few had managed to overcome all odds and stand out throughout history did not serve as a comforting thought.

Regretting ever making the trip she began to dully trace the names on the list, most of them seeming from long ago. She was about to leave when her gaze fell over a name and her eyes widened. She stared at the list, mouth agape as her mind went blank.

_Twilight Sparkle._

The world seemed to stop around her as she stared at the name, the words seeming to tease her where they lay. Her eyes began to scroll down through the list of deeds that had earned her a place as one of the best, and her mouth seemed to drop even farther.

_Protégé of Princess Celestia. Youngest student ever accepted to Princess Celestia's School for Gifted Unicorns. Full magical abilities still unknown. _

Full magical abilities still unknown…

The words were like a blow to Trixie, and she returned to where she had left her cart in a back alley with no memory of ever leaving the library. The words she had read continued to play in her mind throughout the night, and every single time she felt her hopes get crushed more and more. She had thought of this Twilight Sparkle as nothing more than a pest, a nuisance that stood in the way of everything she had always dreamed of. Now she knew better, and it drove her mad to think that it was actually easier for her to handle her defeat now than it had been before. She had not been bested by an everyday unicorn, but by the best of the best. She stood no hopes of ever being better than someone like her, who at such a young age had become the personal apprentice to the ruler of all of Equestria.

What chance did she, a simple unicorn from a quiet town, possibly have of making a name for herself next to someone like Twilight Sparkle?

At that moment a horrible truth sank in, and she realized then just how much she had been fighting against it to no end. She was not meant to shine. She would never stand out, and she would never be destined for greatness. Such an honor was reserved for others like Twilight Sparkle. Her destiny was to be one of the masses, to always play second fiddle to someone who was better than her. No matter how much she wished to deny it or how hard she tried to fight against it that would always be her fate. There was no use in fighting something that could not be changed.

She would never be anything special.

She lay awake in her bed all night, sleep seeming to flee from her and refuse her its comfort. Morning came all too soon and with a broken heart she sealed the cart for the long trip home. This whole adventure had served no purpose other than to show her how futile she had been all along in thinking she would ever make something out of herself. Tears welled in her eyes and fell down her cheeks before she shook her head and wiped them away in annoyance. She refused to break down where anyone could see her, and she would not let them see her showing signs of weakness. She would persevere, even if it was against all odds. She would keep on trying and she would never give up.

And if fate itself stood in her way, then she would crush it as well.

Her mind returned to the purple unicorn who was obviously more gifted in magic than she was and her eyes narrowed. All she had learned on the day before only seemed to further fuel her hate towards the one who had embarrassed her. Why was Twilight Sparkle destined for such greatness while she was shunted to the side? Was it not bad enough that she had made a fool out of her in front of everyone? Now she also had to accept the fact that Twilight Sparkle was better than she could ever hope to be?

She would not let this go. Even if it was the last thing she did she would have her revenge.

"Such a serious look doesn't suit a beautiful unicorn such as you."

Snapping out of her thoughts she turned in annoyance to the voice that had spoken. Only there didn't seem to be anyone around her. She was completely alone.

"I wonder what could be the cause of your misfortune."

She turned around, the voice having spoken on her other side this time. Still she could not see anyone.

"Who are you?" She called out, standing straight as she stared ahead. "Show yourself at once!"

"No need for that." The mysterious voice said, and Trixie turned to where it spoke. A shadow had appeared on the wall to her side. Turning to the mouth of the alley she began to walk in that direction hoping to get a good look of whoever was speaking to her.

"Not another step," the voice warned, "or I take my leave."

"And you think I actually want you to stay?" Trixie asked in annoyance.

"I think you will, once you hear what I have to say."

She rolled her eyes. "I have no time for these games." She turned back to her cart. "I have places to go and things to do. So just go away and leave me alone."

"It must be very frustrating knowing that nothing you do will ever amount to anything."

She froze where she stood, her eyes going wide as the words sank in. Slowly she turned around to regard the voice. "What did you say?"

"I know how hard you try to be the best. I know you dream of being the most talented magical unicorn in all of Equestria. You wish to shine in the spotlight where all can see you perform magic of amazing feats. And I believe I can help you."

Trixie narrowed her eyes. "And how is it that you plan on helping me? Why would you even _want_ to help me? I don't even know who you are."

"But I know everything about you, Trixie." She heard her name and her eyes grew wide. "I know how hard it's been for you, trying so hard to impress everyone only to have them turn away from you. So you figure that if they won't accept you then you'll simply shine above all of them on your own."

It was true. Ever since she had been a filly she had been on her own. In her loneliness she had turned to her magic as a way of gaining admiration from others. And it had worked for a time, her fans shouting her name as loudly as she had ever heard it. She figured that, in time, she would be able to climb her way to the top.

Now, however, her hopes and dreams lay crushed by reality.

She turned to the voice once more, her tone hesitant. "How exactly will you help me?"

"On my own, there is nothing I can do. But I can tell you of something that can. Legends tell of a magical artifact that can greatly increase a unicorn's magic. If you can find it, you will become more powerful than you have ever dreamed."

"An artifact," Trixie repeated, frowning. She couldn't believe that she had let this stranger get her hopes up. She was supposed to believe that there was something somewhere in the world that could grant her so much power? She shook her head and turned back to her cart. "That's it? I can't believe I wasted my time listening to you."

"Then don't believe." The voice said. "But I would have thought that you would not have forgotten the embarrassment of being humiliated in front of everyone. Have you already forgotten how they laughed at you? How they jeered and pointed at you and cast you out?"

"Have you forgotten the one who caused them all to turn on you?"

Her mind warped, and she was once again standing in the open streets of Ponyville. Everyone was surrounding her, their eyes all glued to her as she turned in one direction and then the other. They began to laugh, their cackling growing louder as they pointed at her and insulted her.

"Can you believe we ever thought her magic was any good?"

"The only thing she's _good_ for is a laugh."

Her eyes fell on Twilight Sparkle, who was sneering at her. Surrounding her were the others who had never been impressed by her magic. They too were laughing at her.

"I told you she was a phony." The blue pegasus pony said.

The white unicorn's horn glowed for a moment and then stopped. "I hope you like green hair." She said, a wicked grin placed on her face.

"You'll never be anything special." Twilight said. "You'll always be a pathetic unicorn with pathetic magic."

The laughter grew louder as everything began to spin around her. She grabbed her head and began to scream.

"No!"

In an instant she was standing in the alley way once more. Her body had begun to shake as her heart beat rapidly in her chest.

"So what is your answer, Trixie?" The voice asked. "Will you let them humiliate you once again?"

Silence followed the words as Trixie remained lost in thought. Then her features grew dark and her eyes narrowed.

"No. They will never laugh at me ever again."

. . .

The voice had told her where she needed to go in order to find the one thing that held all of her hopes and dreams and she had taken off in an instant. Her journey had taken her far to the south, the opposite direction of where her home lay. Her heart ached as she traveled. She had never been so far away from her home before. The only comfort the journey provided was that she had also left behind the other two towns which had brought nothing but disappointment to her.

She focused all of her energies on finding everything she could about this mysterious artifact. Whenever she came to a new town she would stop only to eat, sleep, and gather information. She asked everyone she could about any legends they might have heard regarding magic. Many times she heard the same legend of a magical artifact, although the tale changed slightly with every new version that was told. All of them told of a place that lay further to the south, the only lead she had that she was heading in the right direction and not going around in circles.

Well into the journey her cart broke down and she was forced to leave it behind. Her funds were almost completely gone but on she went, her dark thoughts the only motivation that continued to push her onwards farther into the unknown voyage.

Finally, after weeks of uncertainty, she got a solid lead. A kind stranger who was visiting the last town she had wobbled into had offered her food and a place to rest. They had talked into the night and she had partially revealed the purpose of her journey: to find the land where the artifact of legends supposedly lay. Her host, a female zebra named Zecora, was familiar with the legend, and had warned her of the dangers of the path that lay ahead.

"Such a place is best left ignored," she said, "and that you turn around is what I implore. The land is a danger to all, and should you continue a tragedy is sure to befall."

While she had appreciated the gesture she refused to turn back. Too much depended on the outcome of her journey. Finally the zebra relented and agreed to show her the path on the following day.

They had traveled together in the early hours of the morning, passing through the village and continuing on through the road, eventually breaking away from the main path down a trench that opened to an endless valley. Zecora took her as close as she dared to go before departing.

"Now I must insist that I take my leave, but I wish you well on the rest of your journey. Stay safe, young one, and return soon; I am sure there are many who are worried about you."

Trixie thanked her and continued the journey alone. The valley spread before her, a barren and lifeless field that seemed to go on forever. She traveled well into the morning until the sun was high in the sky and refused to budge in either direction. She took a quick break to study her surroundings. Behind her there was nothing but her own tracks; ahead of her lay an endless expansion of land.

With no hesitation whatsoever she pressed onward.

. . .

Swaying on the spot she snapped out of her train of thought and took a look around. How long had she been walking?

She was not sure, and time seemed to have no effect on the sun, which hung high in the sky and continued to beam down on her. She had journeyed deep into the valley that held nothing but silence and heat, and she was beginning to grow aware of how tired she was. Her throat was completely dry and her legs were wobbling from the long journey. There was nothing to offer comfort from the sun's powerful rays: only rocks and cracks dominated the landscape. Biting back a cry of frustration she continued on the path. She had no way of knowing if she was still on the right track; she didn't even know if she was searching in the right place. At that moment she realized how vague the instructions had been when she had heard them, and her anger began to rise. What if the whole thing had been a joke? What if something happened to her out here? No one would ever know that she had ventured off alone into such a dangerous place.

Finally the sun began to pass overhead to her right in the sky. She took a few more steps and then her legs gave in and she fell against the ground succumbing to the coughs she had been holding back for what felt like hours. A cool breeze had begun to blow in the valley and she became horribly aware of her current predicament: it would only get colder as night drew closer and even more so once the valley grew dark.

As she lay on the ground she felt the last of her determination abandon her. This was it. This was the end. There was no way she could make it back before darkness set, and she had no way of knowing what lay ahead of her should she continue. There was nothing more she could do. She had been led in a chase that took her halfway across the land in search of something that might not even exist. She raised herself to her knees, feeling tears beginning to form as her vision became blurry. She would meet her end here, alone, lost in the middle of nowhere.

In her desperation she began to scream, her voice echoing in the open terrain, demanding an answer she knew she would never receive.

As if to prove her wrong, an answer came. The ground began to shake.

Before her very eyes the cracked landscape tore open, revealing deep crevices beneath the surface. She tried to stand on her legs but no sooner had she stood that the shaking ground brought her crashing down once more. She stared with wide eyes as the ground around her began to break away. She had enough time to realize what was happening before she was falling, the earth and the setting sky quickly vanishing from view as darkness swallowed her up.

. . .

Her head throbbed painfully as she came to and the world seemed to spin before her eyes as she slowly stood. Where was she and what had happened? She closed her eyes as she fought to remember, the dull throb in her head affecting her concentration. Then her memory came rushing back and she remembered the ground tearing open, plunging her deep below the surface. She took a look at where she had landed, her eyes adjusting to the darkness around her.

It looked like she had fallen into a catacomb of sorts, and she stood on stone rather than the jagged rocks that had first come to mind. Above her, high in the ceiling, the moon seemed to shine through the tearing providing the only source of light that reached the deep chamber. She turned around looking for any signs of a way out, but it was no use. The whole tomb seemed to have been sealed and she could not find any sort of exit. Panic began to set in before her eyes fell on what looked like a small box that rested over a pillar. She slowly made her way over to it, focusing her energies so that her horn began to glow and she could get a better view of the mysterious object before her.

The box was adorned with many strange symbols, none of which made any sense to her, except for one. Her eyes locked over what appeared to be the figure of a unicorn who sat on a pedestal, its face adorned and its horn seemingly surrounded with many dots and lines. What did they mean? She did not know but it seemed to her like the drawing was showing a powerful figure.

At that moment it all seemed to click: the artifact of legends, said to greatly increase its wearer's magic; the drawing of a unicorn, whose horn was emitting strange energies. Both ideas seemed to converge into one and she felt her heart stop. This was it. Here was what she had been searching for endlessly for so long.

She reached for the box and tried to remove its top but she didn't even manage to lift it an inch. It was far too heavy and her body was exhausted, yet she had a feeling that she wouldn't have been able to remove it even if she had her full strength. It was as though something was keeping the box sealed. She took a step back, her resolve returning to her as her features grew firm. She was the Great and Powerful Trixie, and she had not journeyed all this way to be denied at the very end.

She focused her energy and her horn began to glow once more.

What ensued was a battle of endurance the likes of which she had never engaged in before. She used her magic on the box and felt an invisible force resist her and push against her. She collected herself quickly and pushed back, sparks of energy shooting out of her horn in the process. The strain was unbearable and she gritted her teeth as she stood her ground. Once again the force seemed to resist her, its horrible strength overpowering her easily. The struggle continued and she felt her control begin to wane. But her anger served as a replacement, and she applied more energy into breaking through the intangible barrier. She felt the force begin to fall back and applied even more energy. Beads of sweat had begun to fall down her face and her body had become tense, her muscles screaming in protest as her horn began to glow even brighter.

At last, with a final push, she tore through the force that had resisted her and felt it shatter around her. The box slid open as her body slumped to the floor, her energy almost completely gone. Her throat was on fire and her body ached all over. Her legs had begun to spasm uncontrollably as she lay on the ground, her breath coming in short rasps. Minutes seemed to pass before she struggled to get up, slowly moving towards the box and peering inside.

She had thought that nothing could disappoint her after such a long journey. She had been wrong. Peering into the box she saw no magnificent artifact, no glorious adornment spoken of in all the legends she had heard throughout her travels. Staring back at her was a hideous mask, two large bulbous eyes seeming to stare deeply into her. Jagged fangs seemed to decorate its lower half and two horns protruded over its eyes. She stared at it in disbelief, as though willing it to change into the object she had believed she would find all along.

"Hello again, Trixie."

She jumped back, her eyes widening in shock. She turned around and saw no one. She was all alone.

"Over here."

She turned back to the box, her heart racing quickly as she looked inside once again. The mask starred back at her. _Could I be imagining things?_ She wondered.

"No, you are not imagining things."

She gave a yelp as she heard the words once more. She gazed deeply into the mask. "You…you spoke? How is that possible? And how do you know me?"

"I have been waiting for you Trixie." The mask seemed to say. "I was asleep for a very long time, locked inside a dream. I thought I would never wake but then something happened. Your despair reached me and broke through the dream. I was awake, and so I set off to find you."

Her mind reeled as she remembered. The back alley in Canterlot. The mysterious voice she had heard, the one who had spoken of the object that would help her become greater than anyone else, the one who had given her directions and had begun her journey in the first place.

She looked back at the mask. "That was you?"

"Yes. I told you where to go. And now here you are."

Trixie shook her head. "But why did you want me to come here?"

"Because I can help make your dreams a reality. You were the one who awoke me from my slumber. I have been waiting for someone like you for a very long time."

"And why have you been waiting for someone like me?"

There was no reply. The mask remained silent, its huge eyes staring at Trixie as she held her breath. Finally it spoke. "I pledge my loyalty to those I deem worthy of my power. I will aid you in becoming the most powerful unicorn in all of Equestria. All will see you and bow in your presence. You will surely shine above all others. Will you accept me?"

Trixie was about to agree when she stopped. All that she wished lay before her. She had the chance to become the greatest of them all, to stand alone as the best of them. With the mask's help none would ever outshine her.

So why was she so hesitant all of a sudden?

The mask, sensing her struggle, spoke once more. "I thought you wanted to be the best. You said that none would ever outshine you. Will you let them make fun of you again? Will you always let others steal the glory you rightfully deserve? Will you not have your revenge?"

The words had hit their mark. Her resolve returned to her and her eyes narrowed.

"I accept your help."

The mask began to rise from where it lay and Trixie took a step back. Her fear quickly subsided as she rationalized that if the mask could speak, it would also be able to move on its own. It made its way towards her and hovered in front of her face.

"My magic is of no use unless you wear me."

Grabbing hold of the mask she slowly brought it to her face. She had thought she would have been blinded while wearing it and was surprised to find that she could see perfectly well. She remained rooted to the spot and waited. Seconds ticked by and when nothing happened she frowned.

"I don't feel any different…"

"Try using a spell." She heard the mask say, only that time she had heard the words directly in her mind. "Use your magic to get out of here."

"What?" She asked, perplexed. "You mean teleport out of here? But…I don't know how. Magic like that is beyond me."

"Nothing is beyond you now. Give it a try."

Closing her eyes and taking a deep breath Trixie focused on leaving the tomb. A moment later she felt a cool breeze on her face and opened her eyes. She was above the ground, the large gap where she had fallen into the tomb a few feet to her side. Her eyes widened as she marveled at the turn of events. How was it possible?

"As I told you earlier, no magic is out of your reach now." The voice in her mind said once more. Apparently it could also read her thoughts. "Follow me, and all you desire will be yours."

Trixie silently agreed. She let out a deep breath and felt her body relax. While the mask seemed unimpressive at first glance, its presence felt oddly comforting to her. Maybe this was what it felt like to have a friend.

Returning to the moment, she realized just how exhausted she really was. She decided to return to the village and find food and shelter. In the morning she would begin to experiment with her magic, and once she had learned the full extent of it the whole world would marvel before the Great and Powerful Trixie.

But before that happened she had one thing to take care of: she had unfinished business in Ponyville with a certain unicorn named Twilight Sparkle.

And she could not wait to settle the score.


	2. An Encore Performance

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

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><p>"This isn't any good. And those two don't match. Just take it all back."<p>

Spike bit back a groan as he watched the green-coated unicorn with a lyre for a cutiemark walk away, disappointment clearly etched on her face. He could sympathize: the flower bouquets she had prepared had seemed pretty to him, and he was sure that any other resident of Ponyville would have agreed.

All but one, it seemed.

Twilight moved to the last pony in the line, casting a quick glance at the banner in display and shaking her head. "It needs to be bigger if we're going to use it." She turned and walked back to Spike, not noticing as the pony took off on the verge of tears. Her eyes drooped in exhaustion and she bit back a yawn as she shook her head. "What's next on the list, Spike?"

The young dragon's eyes rested on his friend and he hesitated for a moment before unrolling a scroll and scanning through the various notes. "It looks like food. But Twilight-"

"All right," Twilight said, turning to the gathered crowd from where she stood on the porch of the pavilion in the town's central square. "Will anypony that's working on the meals please step over here."

The crowd obeyed instantly and she moved through the formed line, casting quick glances at the many dishes that had been prepared. Spike looked on with increasing concern. How many ponies had already left feeling like their best just wasn't good enough? Too many to count, and he knew the list would only increase as the day went on. He knew Twilight well enough to know when she was letting her concerns get the better of her, and at the moment that was exactly what was happening to the purple unicorn. He couldn't blame her; she was overworked, and the responsibility of overseeing everything was starting to get to her. She had managed to do more than enough on such a short amount of time, but unless she eased up everything would end in a disaster.

"Howdy, Spike!"

Lost in thought, the greeting made him jump slightly before he realized who was speaking to him. He turned to the familiar pony as she approached him. "Hey, Applejack. How are the preparations going?"

"They're mighty fine if I do say so, myself," Applejack replied. "I was just coming over to tell Twilight."

Upon hearing the words Spike sighed in relief. "That's great! Good news is just what Twilight needs to hear right now."

Applejack frowned. "Did something happen to her?"

"See for yourself," he said, pointing to where the purple unicorn was overlooking another possible dish for the festival. She shook her head and moved on to a grey pegasus who smiled and handed her a baked treat.

"Oh," Twilight said, taking hold of the offering and smiling tensely. "Muffins. Um…I'm sure these are great, but we're planning on serving cupcakes during the festival."

The pegasus frowned and stepped out of the line, a bag of muffins balanced on her back as she walked away with her head hung low. Twilight moved on to the next pony and Applejack seized the opportunity. Without a word to Spike she took off at a quick trot and caught up to the pegasus as she walked away. Spike, seeing where Applejack was headed, moved closer to Twilight.

"Twilight," he began, placing a hand on his friend. "I think you should take a break."

Twilight whirled around. "What? I can't take a break now. The Summer Sun Celebration is tomorrow! We still have to get so many things ready, and nothing's going right!"

"Sure it is," the young dragon said. "Everything is fine. Everyone's really looking forward to the festival and they're trying as hard as they can to make it perfect. But even with all their hard work you've turned down almost half the things that were on the list. You're letting the stress get to you and you're being mean to everyone else because of it."

When the purple unicorn looked at him in surprise he pointed to her side. The gathered ponies were shaking and trembling before her and those whose work had already been denied were breaking down into tears. Seeing how distressed they all were made Twilight realize that Spike was right.

She took a deep breath as she turned to the crowd. "I'm sorry, everypony. It's all fine. Please take what you have back to your areas and go help others who are still not finished."

The crowd began to cheer as they dispersed into different groups, each heading in a different direction until Twilight and Spike were all alone and silence had fallen around them.

Twilight closed her eyes and sighed. This was not what she had in mind when she had been asked to become the lead organizer for the Summer Sun Celebration. The mayor had told her that after doing such a wonderful job for Winter Wrap Up it seemed only fitting that she take over organizing the event. She had agreed instantly, flattered that the residents of Ponyville held her organizing abilities on such high esteem. Now, however, she was beginning to regret having conceded so quickly. For all the planning that had been required during the winter cleaning it seemed like nothing compared to all the tasks she had to hand out for the festival. There were dishes to cook, decorations to prepare, and entertainment to organize.

It really shouldn't have been such a difficult ordeal. She had initially turned to her friends and asked them to take care of the various tasks like they had done the year before, but every pony in Ponyville seemed to want to play a part in the preparations. And so she had taken the additional time to make sure that they all had something to do, handing out jobs left and right until she wasn't sure if they had been given to the best candidate. While all the others seemed happy to be involved with the festival it only meant she had more work to supervise.

The more she thought about it the more it felt like she had been tricked into taking a job that no one else wanted to do, and she had been hooked into it with nothing more than cheap flattery.

Spike, who recognized the distraught look on Twilight's face for what it was, said, "You need to stop worrying, Twilight. Everything's turning out fine."

"I'm not so sure, Spike," the purple unicorn replied. "It seems like we haven't made any progress at all. There's always something else that needs to be done. How are we going to finish it all on time?"

She lay on the ground and curled up, stroking her tail with her hoof as Spike rolled his eyes. Any concern the young dragon might have felt evaporated instantly. It was one thing for Twilight to be worried, but this was ridiculous. Was she really so caught up in the work that she didn't notice they were almost finished setting everything up for the festival? He supposed that he shouldn't have been surprised. Twilight always did worry too much.

The purple unicorn was still lost in thought when Applejack returned, looking shaken but happy. "That was one easy to please pony," she said. "I just told her we could serve muffins for the festival and she cheered right up. I don't know why you said no, Twilight. Those were some tasty muffins."

Seeing Twilight on the floor Applejack frowned. "Are you okay, sugar cube?"

"She's worried that we won't be ready for the Summer Sun Celebration and that everything will go wrong." Spike said, not bothering to hide his annoyance. "I told her she's got nothing to worry about but she won't listen to me."

Applejack moved closer to Twilight and placed a hoof over her friend. "Spike's right, Twilight. That's just nonsense in your head. You need to stop worrying. Every pony in town is working hard for the festival. I just know it's going to be great."

Twilight let go of her tail and turned to Applejack. "Do you really think so?"

Applejack nodded. "Of course I do. Why, with you organizing everything I'm sure it'll be even better than last year."

Twilight's features brightened as she lifted herself from the ground. "Thanks, Applejack. You too, Spike. I know you two are right, but I can't help it. I want everything to be perfect for when Princess Celestia arrives, and it's the first Summer Sun Celebration Princess Luna will be a part of in a long time."

"Princess Luna is coming too?" Spike asked. That was a small bit of information that Twilight had neglected to tell them all.

"Yeah," Twilight said, beginning to pace in front of her friends. "She wants to see Princess Celestia raise the sun and she's coming to Ponyville tonight to raise the moon, herself. I told Princess Celestia that I'd make sure Princess Luna enjoyed the festival just like she used to. I just don't want either of them to end up disappointed."

Applejack thought about it and opened her mouth to reply but was interrupted as Rainbow Dash landed in front of her.

"Hey, Twilight, looks like the weather will be perfect for the Summer Sun Celebration. I checked in Cloudsdale and there won't be any rain for the next few days."

When Twilight remained lost in thought Rainbow Dash turned to Applejack. "Did I miss something?"

"Twilight's worrying that something will go wrong with the festival and everypony will hate it," Applejack said.

The blue-coated pegasus shook her head. "Are you kidding? There's no way they're going to hate it, especially when the Wonderbolts arrive. It's going to be so awesome."

Spike turned to Twilight. "You see, Twilight? Stop worrying and start thinking about how much fun it's going to be."

"That's right," Applejack said, "and you won't be spending it locked up in your room this time, sugar bunch. You're going to join the festivities proper and stay up all night with the rest of us."

"And you've got to try out some of the games," Rainbow Dash added. "Me and Applejack are going to see which one of us can get the highest score. She should've learned last year when I beat her."

"Only 'cause you cheated," Applejack said. "You always use your wings when you're losing."

Rainbow Dash grinned. "It's not cheating if you're cool like me."

"You'll never change, Rainbow Dash," Applejack said dryly, yet her tone held a hint of amusement just the same. She turned back to Twilight. "What do you say, Twilight?"

Twilight smiled. Her friends' antics had helped ease her mood. It was true that she had not participated in any of the activities the last time, her mind focused on uncovering the truth of Night Mare Moon and pushing everything else away. This year she could look forward to spending time with her friends.

She turned to them and nodded. "When you put it that way it does sound fun, just as long as I don't accidentally drink any hot sauce this time around."

"Did you say hot sauce?"

Twilight turned to the new voice just as Pinkie Pie bounced up to her. "Hi, Pinkie Pie, how are your preparations coming along?"

The pink pony's eyes were bright with excitement. "Oh, they're perfect! It's been a lot of hard work but I just know everypony's going to love them. I can't wait to see the look on their faces when they take the first bite."

Twilight frowned. "What are you talking about?"

"Cupcakes, of course! I'm trying a new recipe for the Summer Sun Celebration, and I made an extra batch for tonight. They'll be my best cupcakes yet."

Rainbow Dash brought a hoof to her face and groaned. "She meant the decorations, Pinkie."

Pinkie Pie giggled. "Oh. Those look great. Rarity thinks so, too. I guess that makes sense, since she's made most of them, huh? I just went to see her and Fluttershy, and she asked me to get you so she can show you what else she's working on."

"Okay," Twilight said. She turned to the others. "Do any of you want to come along?"

"Well, I'm all done with my things," Rainbow Dash said, Applejack nodding in agreement, "so let's go!"

Spike hopped onto Twilight's back and they were off. As they walked the purple unicorn let her thoughts turn to the festival. Yes, it seemed like a lot of work, but her friends were right: when all the preparations were done it would all turn out amazing. She would not let her worries get the better of her this year. Instead, she would be spending time with her friends on a night that was sure to be unforgettable.

Nothing would go wrong.

. . .

The train came to a slow halt as it approached its destination: the royal city of Canterlot. It was one of the last places she had ever thought of returning to, but then again, much had changed since she had last been to the majestic city. She quickly slid out of her seat as the train stopped, hoping to leave before the mob of ponies reaching for luggage flooded the walkway. She herself had brought nothing on the return trip, her only valuables safely stored beneath the cloak she wore. Hopping off the train, she crossed the bustling station platform and stepped out into the crowded streets of the city. The sun hung high in the clear sky as she made her way through the paved road, wandering aimlessly and taking in everything about the city. From the beautifully decorated buildings to its sophisticated inhabitants, nothing seemed to have changed at all since her last visit.

That suited her just fine. The journey she had undertaken since leaving Canterlot had been a long one full of distant lands and unbelievable experiences, but that was in the past. She was back now, and she was ready for an encore performance. They had been unimpressed with her act before, a thought that still stung whenever she thought about it, but this time they would all be amazed as she took to the stage and performed feats beyond anything they had ever seen. Her shame would turn into delight as she wowed the crowd who had once discarded her magic as something unimpressive.

Her act would have to wait, however. She had more important matters to attend to first. Ponyville was less than a day's travel from Canterlot, and she could not wait to return there and show the whole town just how wrong they were of her.

Her stomach rumbled as though to complain and she decided to stop for some food first. A meal and some rest would do her good after the long journey back, and so she made her way to a familiar stand she had visited on her first trip to the fair city. She ordered a quick meal, found a table, and began to eat, every plan and thought of revenge vanishing as she savored her meal. How long had it been since she had last eaten something so delicious? She had a vague recollection of food during her travels but she had eventually abandoned it as she continued her search. Her desire for revenge and the strength it provided her had seemed to suffice, and throughout the journey she had wandered sleep-deprived and starving to death. Thinking back on it she realized how foolish she had been. Many times she could have fallen headfirst along the path, her body exhausted and weak from malnourishment. Surely it was by a stroke of luck that she had not met her end and now lived to tell the tale.

Then again, she thought, maybe it wasn't luck at all. Maybe it was fate.

She slowly raised one of her hooves over her back, felt the familiar object strapped under her cloak, and relaxed. She finished her meal and let her thoughts return to more important matters. Namely, returning to Ponyville. She would make sure that the whole town regretted ever making a fool out of her. She would rise above everyone else, becoming the lone pony to stand on top, and Ponyville would be the first to witness her greatness. All she needed was the perfect opportunity to extract her revenge.

A collective gasp broke out around her as every pony nearby looked to the sky, an excited murmur passing through them. She raised her gaze and her eyes rested on a dark winged figure that passed overhead and slowly disappeared over the horizon, emitting a majesty and grace that left her feeling dumbfounded as the crowd looked on in amazement. She recognized the figure instantly even without ever having met her in person.

"I had heard rumors that Princess Luna would be attending the Summer Sun Celebration this year, too, but I didn't think they were true. It looks like I was wrong."

Trixie barely heard the words and turned to the voice that had spoken. Three ponies had huddled together just a short distance from where she stood, and she strained her ears to hear their words as they spoke.

"I can't believe the Summer Sun Celebration is taking place in Ponyville again this year," a second unicorn, one with a white coating, said in an annoyed tone. "I mean, you'd think that they would just hold it here in Canterlot. I guess that's what happens when Princess Celestia's best student suddenly moves over there. That Twilight Sparkle sure is lucky to get to spend so much time with her."

The third of the friends, a turquoise-colored unicorn with an hourglass for a cutie mark, turned to the white unicorn with a frown on her face. "Why the harsh tone? Twilight might be Princess Celestia's protégé, but it's not like the princess ignores the rest of us just to spend time with her. If I didn't know any better I'd say you were jealous of Twilight."

"I'm not jealous," the white unicorn replied angrily.

"That's enough, you two," the first unicorn said, and Trixie tuned out of the conversation. There was nothing more of the quarrel that she wanted to hear. She left the area and continued to make her way through the crowded streets, no longer wandering about aimlessly. The small bit of eavesdropping had given her more than enough valuable information, and a sudden idea occurred to her then and there.

The white unicorn was indeed jealous of Twilight, and she had tried to pass it off in a casual way. Her friends might not have picked up on it or simply did not understand the gravity behind the unicorn's emotion, but Trixie knew better. As a stage performer she knew all about illusion and how to find hidden meaning behind things, and she picked up on it instantly. If the unicorn's words were true, then Princess Celestia did indeed spend more time with Twilight Sparkle than anyone else. Could there be more there than a simple bond between a teacher and a student?

She thought back on her last visit to the city and the information she had learned that would be the catalyst for the beginning of her journey. Twilight Sparkle was the youngest student to be accepted in the princess's magic academy, and she had become the protégé to the princess at a fairly early age. Now, presented with this latest revelation, that information seemed to take on a whole new importance in her mind. A plan was slowly coming to her, and a way to secure her revenge on Twilight Sparkle was slowly becoming a sure possibility.

Before she knew it she had reached the edge of the city. The familiar spiral road lay before her, stretching on to her intended destination. She took off at once, her thoughts focused on making her plans a reality. Soon she would get back at those who had made fun of her.

The Great and Powerful Trixie would have the last laugh.

. . .

Spike looked at the clock, saw the time, and groaned. "Come on, Twilight," he said. "We're going to be late."

"Almost done, Spike," called the voice from upstairs.

The young dragon rolled his eyes and sat on a chair. Why did girls always take so long in getting ready? He felt like it was something he would never understand. Twilight had never been one to dally on preparing for an activity, but tonight she was taking longer than usual. When Pinkie Pie had told her that Rarity had something to show her he had agreed to go with the others instantly, his mind focused only on seeing the lovely white unicorn. He should have known the reason why Rarity had wanted to see Twilight was to show her dresses, a topic that did not hold his interest at all. He would never let Rarity know for fear of upsetting her, but he only put up with what he considered to be 'frilly nonsense' just for the chance to be near her. Even so, he had to admit that Rarity made the best dresses he had ever seen, far better than even the things worn in Canterlot.

Her latest creation, a new dress for Twilight to wear that night, was no exception.

"As Princess Luna's host," Rarity had said, "Twilight will have to look respectable and graceful."

The outfit she designed would no doubt cause that impression in Spike's opinion. Rarity had fashioned a dress similar to the one Twilight had worn for the Grand Galloping Gala, sacrificing some of the more extensive details in favor of comfortableness. Even so, it was just as stunning as anything Rarity had ever made, and Twilight had been extremely grateful at the kind gesture. She had thanked Rarity and instantly agreed to wear it for the party.

That was the main reason why Spike was still sitting in the library bored out of his mind instead of sampling on various treats in the town square. Twilight was taking a very long time getting ready, and his patience, thin enough already, was running out. He was about to call out once more when he heard footsteps and saw her descending the stairs.

He had been right. The dress made Twilight look as lovely as ever.

"I'm ready." Twilight said. "Let's get a move on, Spike."

She moved towards the door and it began to glow around its edges. A moment later it swung wide open and she stepped into the threshold. She turned back to the young dragon. "Are you coming or not?"

Spike, realizing that he had been gawking at her, shook his head and joined her at the doorway. "Wow, Twilight. You look really nice."

Twilight smiled. "Thank you, Spike. The dress is just beautiful, isn't it?"

"Yeah," Spike said, sighing deeply as his eyes grew large and unfocused. "I wonder if Rarity will wear a dress tonight, too."

Twilight shook her head. "That's enough daydreaming, Casanova. Let's go or we'll be late."

But the young dragon was lost in thought and so she grabbed him by the tail and stepped out of their tree-like home, beginning the short trek to the town square. As she walked Spike continued to sigh lazily and blink slowly, and she resisted the urge to roll her eyes and laughed.

Some things would never change.

. . .

The sun was beginning to set and there was already a group assembled by the time Twilight and Spike arrived in the town square. She frantically searched the grounds for their guest of the evening, found Rarity amidst the crowd, and called out to her. The white unicorn's eyes fell on Twilight and grew large as she drew nearer and circled around her friend.

"Why, Twilight, you look lovely."

"Thanks," Twilight said. Then, as she searched the ground once more, "Please tell me I'm not late."

"Not at all," Rarity said. "Princess Luna should be arriving any minute now. Though I must admit, I thought you would have arrived much sooner than this."

Twilight glared in Spike's direction. "We would have been here sooner if _someone_ would have actually walked here."

The young dragon scoffed and Rarity laughed. "Well," she said, "I suppose it doesn't really matter. I'm just glad you arrived in time. The mayor was just saying that she was hoping you would arrive soon."

Twilight searched farther down the crowd to the porch which had been turned into a makeshift stage for the occasion and spotted the mayor instantly.

"Are the others ready for Princess Luna's arrival?"

"Yes, they're all in place and waiting for your signal. You'd better get on the stage too, Twilight, quickly."

The purple unicorn nodded and made her way through the crowd towards the mayor. As she walked she turned to where each of her friends waited, running a mental checklist of each of their tasks. Fluttershy stood on a corner of the stage, a group of birds standing in order and awaiting her directions. Pinkie Pie and Applejack were among several ponies near baskets full of confetti and streamers, awaiting their cue to launch the contents from Pinkie Pie's party canon. High in the sky Rainbow Dash and other pegasus had cleared the clouds and now waited for the arrival of the princess. Everything seemed to be in order.

Now all they had to do was wait.

Reaching the stage Twilight moved next to the mayor. "Princess Luna should be arriving any moment now."

"Yes, and everything seems perfect," the mayor said, smiling at Twilight Sparkle. "You have done such a wonderful job preparing the festival. I knew I was right in giving the job to you."

Twilight shook her head. "I really didn't do that much. I actually lost it for a while. Everypony just seemed so eager to help, and I didn't want to disappoint them."

The mayor pointed towards the crowd, where the gathered ponies had begun to stomp the ground as anticipation began to build around them. "Do they seem disappointed to you? They're all looking forward to this night, and they worked hard to make all of this possible. I'm sure everypony here will enjoy it. Now, I think they're waiting for you to say something."

Twilight smiled and turned to the crowd. She took a deep breath, cleared her throat and began to speak.

"You've all done an amazing job these last few days," she said, pausing a moment as her eyes wandered from one pony to another. "Your hard work has led to this wonderful festival that we can now begin. Princess Luna should be arriving any moment now, so let's get ready to give her a big Ponyville welcome."

The crowd cheered and stomped the ground in eagerness, and Twilight sighed in relief. She was about to turn to the mayor once again when she heard Rainbow Dash call out from where she hovered in the air.

"She's here!"

As one the crowd turned in the direction where the pegasus was pointing. Twilight focused her sight against the setting sun as a dark figure approached from the sky. The crowd began to cheer once more as the princess flew over them and seemed to hover in place. From where she stood Twilight saw her horn begin to glow as it flowed with energy, its aura radiating with bright light that forced her to shield her eyes. The setting sun disappeared in the horizon and the town was plunged in darkness, the only source of visible light coming from the princess herself as she hung in the sky, her horn's glow seeming to spread throughout her body. She flew higher and extended her wings as the aura surrounding her spread out. Behind her the moon began to rise in the sky, the luminescent orb flooding Ponyville with light as it ascended above the princess. She tilted her head towards the rising moon and the energy gathered in her shot out towards it, circling around it and then dissipating in each direction. As the energy raced through the sky it became filled with millions of stars that pulsed in and out place in the far reaches of space.

Her work done, the princess began to descend over the cheering crowd towards the stage where Twilight Sparkle and the mayor were showered in a large spray of confetti. To the side of the stage Fluttershy had turned to her bird friends and was conducting them to a festive tune provided by Pinkie Pie, who had quickly emptied the contents of a basket into the canon, pulled an array of instruments out of thin air, and joined her friend on stage, seeming to play all of the instruments at the same time. Twilight recognized the instruments as the ones the pink pony had played when the Parasprite infestation had almost destroyed their town. They had managed to rid themselves of them only when Pinkie Pie had paraded them through Ponyville and safely drove them out of town.

It seemed to Twilight as though only she had noticed the sudden appearance of the instruments. She wondered just where the pink pony had been keeping them but quickly decided against dwelling on the matter. There were some things concerning Pinkie Pie that were better left unexplained.

Princess Luna landed in front of her and Twilight bowed instantly. The mayor and every other pony followed suit, and then Twilight moved closer to the princess.

"It's good to see you again, Princess Luna."

"Twilight Sparkle," the princess said, and Twilight was pleased to hear her voice sounding even and controlled. "It is good to see thou, too. We have waited for this day with much anticipation."

Twilight smiled out of habit. It sounded as though the princess still hadn't gotten fully used to the modern speech used in Equestria. "I'm glad you could join us for the celebration. Now that you're here we can get started."

Princess Luna nodded and turned to the crowd. "Citizens of Ponyville," she said, her voice augmented many times beyond its normal capacity. "Thy princess of the night hath arrived. Let the festivities begin!"

. . .

The party went well into the night.

The residents of Ponyville moved to the inside of the pavilion once the moon had risen and the festivities had begun. Twilight acted as Princess Luna's guide and the younger royal sister spent most of her time with the purple unicorn and her friends. From the many treats that had been prepared for the party to the activities planned, everything seemed to fascinate Princess Luna. Twilight found herself equally amazed at the ongoing events. Her friends had been right: she had missed out the year before, but she was more than willing to make up for the lost time.

Every pony seemed to be enjoying themselves, but for all the wonders the party held, the biggest attraction was the presence of Princess Luna herself. The town's initial reaction to her on Nightmare Night might have been less than welcoming, but this time they drew close to her rather than run away from her. For her part the princess was overjoyed to be accepted warmly by Ponyville's inhabitants. She laughed with them, shared stories of the Summer Sun Celebration as she remembered it before her imprisonment, and joined them in the many activities planned for the night.

Her competitive side also manifested itself when Rainbow Dash challenged her friends to a contest in the early hours of the morning. Most of them refused, but Applejack, the only one of her friends to enjoy a good challenge, agreed instantly, and Princess Luna, not wanting to be left out, asked if she could join them as well.

"Are you sure you want to do this, princess?" Twilight asked, her voice barely hiding her concern.

"Aw, quit worrying, Twilight." Rainbow Dash said. "If she wants to join us just then let her."

Applejack turned to Rainbow Dash. "What kind of contest did you have in mind?"

The pegasus thought it over for a moment. When her eyes landed on Pinkie Pie devouring the contents of a table she smiled. "I know! How about a food eating contest? The one who eats the most sweets wins."

Applejack laughed. "That's just like you, Rainbow Dash. You're on, partner."

Rainbow Dash found Spike and asked him to oversee the contest, knowing he also held a soft spot for her antics. While they each selected their sweets Twilight spoke to Rainbow Dash.

"Do you really want to stuff yourself with so much food? You _do_ remember what happened the last time you challenged Applejack to an eating contest, right?"

But Rainbow Dash merely laughed and shook her head. "That's different. Those were apples. This time we'll be eating candy."

Twilight frowned. "That's not different at all!"

"Stop being such a party-pooper, Twilight. You need to chill out and have some fun."

Hearing the discussion, Princess Luna walked up to them. "Perhaps Twilight would enjoy spending some time with my sister."

Twilight's eyes widened. "Princess Celestia's already here?"

"Yes." Princess Luna said. "She arrived a while back, and is waiting until it is time to raise the sun to join the activities. The mayor greeted her when she arrived, so she should know where she is."

Twilight nodded and left the group in search of the mayor, and Princess Luna turned to Applejack and Rainbow Dash. "Very well," she said, her voice once again magically amplified. "Are thy prepared to lose? Thy will regret ever agreeing to this foolish challenge once we are crowned the victor!"

Lightning flashed around her, making her eyes glow brightly as her laughter echoed within the walls of the pavilion.

Rainbow Dash turned to Applejack, her expression doubtful. "Maybe this wasn't such a good idea…"

. . .

Pinkie Pie was lost amidst a feast of treats. She had been asked by Rainbow Dash if she wanted to compete in a food eating contest with the others but declined in the end. In her opinion, food - especially sweets - was not meant to be eaten quickly, but had to be enjoyed to the fullest. And so she watched as Rainbow Dash and Applejack tried and failed to keep up with Princess Luna as she quickly consumed her selected treats. She was glad to see that the princess had selected cupcakes as one of her choices. Maybe they could bake some together once the festival was over.

She took the last cupcake on the table just as a hoof reached for it. She turned to the other pony and smiled. "You can have it if you want. Here."

The other pony took the cupcake and remained silent. A thin cloak covered most of the pony's body and a mask hid the features from view, a unicorn's horn the only visible part in an otherwise indistinguishable face.

Pinkie Pie looked the pony over and laughed.

"Ooh, that mask would have been perfect for Nightmare Night. Where did you get it? Did you make it yourself?"

Again she was met with silence, but that did not stop her from questioning the pony more. "Do you like cupcakes? I made these, you know. I like baking cupcakes. My friends think I like cupcakes a little too much, but that's not true. I mean, how could you like cupcakes too much, right? So what do you think of the festival? Did you come here alone?"

The other pony took a step back and turned to the side. Pinkie Pie followed the gaze and spotted a familiar purple unicorn stepping onto the pavilion's stage and disappearing from view.

"Oh, you know Twilight?" Pinkie Pie asked. "She's a good friend of mine. I wonder where she's going."

She smiled as she turned back to the mysterious pony only to find herself alone. Her silent guest had vanished without a trail. She searched through the crowd, hoping to spot any signs of the mysterious unicorn, but to no avail. Shrugging, she took one last nibble of the sweets on the table and decided to join her friends.

After all, she thought, what was the point of a party if you didn't have anyone to enjoy it with?

. . .

Twilight had wasted no time in finding the mayor, who told her where Princess Celestia would be waiting until it was time to raise the sun. Thanking her, the purple unicorn made her way to the side of the inner stage, passing through the hanging curtains and into the narrow passage that led towards the lesser-used rooms in the back of the pavilion. The passage curved to a larger room where a single door stood directly across from her. She hesitated for a moment, then walked towards it and used her magic to open the door.

The room had apparently been decorated for the arrival of the princess. Many drapes hung from the ceiling and candles had been placed in the room, burning dimly and offering a moderate source of light. Twilight focused her eyes and saw the princess in the corner of the room, her eyes resting over some of the burning candles, staring intently into the small flames as they flickered from side to side. She watched her mentor for a moment, mesmerized by her presence, before shaking her head and clearing her throat.

"Princess Celestia?"

The regal unicorn turned away from the flames and stared at Twilight, a soft smile forming on her face.

"Twilight Sparkle. Come in."

Twilight closed the door behind her and quickly closed the distance between the two.

"It's good to see you again, princess."

"It's a pleasure to see you, too," the princess replied. Her eyes moved over her student and she smiled. "That is a beautiful dress, Twilight."

"Thank you, princess." Twilight said. "My friend Rarity made it for me."

"It looks like a wonderful gift, and I think it suits you very well. It seems very appropriate for the occasion." Princess Celestia's eyes trailed the flames once more before she asked, "How goes the night? Have you been enjoying the celebration?"

"Oh yes, it's been a wonderful evening. I'm sure Princess Luna would agree. Everypony has wanted nothing more than to be around her tonight."

Princess Celestia nodded. "I'm glad to hear that. It's been so long since she's been a part of the Summer Sun Celebration. I feared that her attending it would bring horrible memories back from the time when she was Night Mare Moon. Treating her as a guest of honor and holding a party for her tonight was very thoughtful of all of you. Ponyville has done a wonderful job of welcoming her openly. But tell me, why aren't you enjoying the night with your friends?"

Twilight Sparkle shuffled nervously as she felt her cheeks grow warm. "Well, soon it will be time to raise the sun. I was wondering if I could stay with you until then."

For one terrible moment Twilight was afraid that the princess would implore her to return to the festivities. Then Princess Celestia smiled and she felt her heart soar.

"Of course, Twilight. I would love to spend time with you."

The princess's horn glowed for a moment and a comforter spread open before them. Twilight lay next to the princess and they began to talk, their shadows dancing in the wall to the light emitted by the flickering flames. Twilight spoke enthusiastically, recounting the many adventures she had shared with her friends, and Princess Celestia took a moment to feel proud of her student. She had really come a long way in such a short amount of time. Leaving Canterlot behind and moving to Ponyville had been a big change, but the purple unicorn had adapted quickly, in no small part thanks to the many friends she had made since she had arrived to the small town. The bonds in friendship that she had made with the others had only continued to grow over time until the modest and studious student had grown more sociable and accepting of others.

She thought back to the day when Twilight had taken the test to be accepted into her school for unicorns. She had shown amazing potential back then, and it seemed that, with a guiding hand, that potential would one day develop and manifest itself completely in her magic. Twilight had been beside herself to learn that the princess would personally look after her studies, a joy that had only increased when she found out that her efforts had also produced her cutie mark. She had promised to always do her best with her studies, a promise that she kept fully throughout the years. She had placed her studies first and foremost before anything else, and as time passed, the young unicorn grew a habit of keeping herself locked away in her library, her eyes trailing over the contents of many books in her search to learn more of her magic.

The only times she abandoned her pursuit of knowledge was to spend time with the princess. The regal unicorn always took the time to get to know all of her students, but Twilight was a special case. She was the youngest student that had ever been accepted into the school, and so she had arrived at a tender age compared to the others. She was also the princess's protégé, and while other students were under careful watch of others selected to show them how to use their magic, she had to guide the young unicorn through her studies on her own. She felt a natural draw to her pupil because of that, and so a bond quickly developed between them.

But as the years passed Twilight began to neglect another aspect that was just as important in life. She had no close friends, and she felt no need to make any. In her eyes they were just a distraction from her studies, and she wanted nothing more than to please her teacher, whom she had grown close to over time. Princess Celestia was aware of this, and had taken matters into her own hands to ensure that her pupil discovered the importance of making friends. The events that lead to the re-emergence of Night Mare Moon and her defeat at the hands of Twilight Sparkle and the other ponies of Ponyville was the moment she had been patiently awaiting, for only by discovering the Elements of Harmony, manifestations of the very traits that could help her make friends - honesty, kindness, laughter, generosity, and loyalty - could her student begin to truly discover the depths of her magic, one that was not only strengthened by her studies, but which delved deeply into her emotions for a much more powerful source.

Love.

Twilight Sparkle had at last learned the greatest lesson the princess could ever hope to instill on her: that true magic, the magic of friendship, was the greatest force in the world.

She had been pleased when Twilight had requested to remain in Ponyville, the one true place where she could continue to grow. Yet hidden beneath a teacher's happy demeanor was the sadness of a surrogate parent, and she found it hard to give Twilight Sparkle the opportunity to experience the idea she had struggled to indulge in her for so long. In the end, however, she knew it was for the best. And so with a heavy heart she returned to Canterlot, looking forward to a day when she would be able to spend time with her most faithful student once again.

The light in the room became brighter as she returned from her trail of thought. The candles had almost completely melted away and the final flames burned stubbornly, casting a brighter glow in the room as they quickly dissipated against the receding wax.

The princess turned to her student, who smiled at her.

"I'm glad I got to spend this time with you, princess."

Princess Celestia smiled back. "So am I, my most faithful student."

. . .

"It's almost time to raise the sun," the princess said. "Shall we get going?"

Twilight nodded and both of them stood. The purple unicorn had only taken a few steps towards the door before the princess raised a hoof to block her path. Twilight raised her eyes towards her teacher and saw that she was staring intently at the door.

"What is it?" she asked.

The princess did not reply. She kept her eyes locked over the door and did not move, and her pupil turned form the princess to the door. Before she could say anything else the door was blasted off its hinges. Princess Celestia instinctively pushed Twilight aside, who had closed her eyes during the sudden explosion that sent wooden chunks flying in every direction. As she opened her eyes she saw that the remains had landed a few feet short from where they stood. Sighing in relief she turned to her mentor and took a step back, her eyes growing wide.

The princess's expression seemed to reflect the horror she felt. Her eyes remained wide as they darted in each direction before staring straight ahead, her whole body seemingly frozen in place.

"Princess!" Twilight cried, quickly moving close to where her mentor remained rooted to the spot within a crystal-like structure. She raised a hoof and brought it crashing down against the strange structure, her efforts only causing her pain as her hoof merely bounced off the strange material. Ignoring the pain she stepped back and her horn began to glow with magic, its radiance growing stronger as she aimed the tip of her horn in the direction where the princess stood. The waves of magic shot from her horn and crashed against the crystal creating a flash of light, sparks bright as flames flying in different directions before dying out. When the light dissipated the structure stood as whole as it had been moments before.

Twilight felt panic begin to set in as the hopelessness of the sudden predicament fell over her. Her magic wasn't strong enough to help the princess. What else could she do? Her mind began to race as desperation set in, but one thought remained clear: she could not stand around and just wait for something to happen. She needed to find help.

She thought of Princess Luna. Surely she would know what to do.

She began to race towards the door and stopped just as suddenly. Her eyes focused on the shadow that stood in her way and barred her exit to the room. The newcomer's body was wrapped in a cloak, but even so she could make out the shape of its body.

Whoever it was, it was definitely a pony.

"Help us!" Twilight cried, moving towards the figure. "Something happened to Princess Celestia. We need to find Princess Luna. She might be able to-"

A burst of light, and Twilight was on the ground, wind blowing from behind her as debris rained down on her. The wall behind her had been obliterated by the force of the blast, the cold morning air blowing into the room as a result. She turned to the broken structure, her mouth agape as she witnessed its destruction. She had barely moved out of the blast's path in time to avoid being struck herself.

Remembering that she was not alone she turned back to the doorway, her eyes narrowing as they fell over the mysterious pony.

"Are you crazy? Why did you do that?"

The other pony remained silent, stepping away from the shadows the doorway cast over its face and into the room. No sooner had the figure come into view that Twilight felt herself shrink back. Two large yellow eyes stared back at her, the wide and fixed gaze seeming to stare through her as though she were an open book. Above the two eyes she spotted a small horn that began to glow with energy. Realizing what was about to happen she readied herself for another blast.

"Twilight! Run!"

The purple unicorn turned to her mentor. The frozen body twitched slightly as the princess struggled within the confines of the structure.

"You have to get out of here now, Twilight! Go!"

Twilight had no time to think. Everything seemed to slow down as she heard Princes Celestia's words. Ahead of her she saw the light emitting from the horn grow stronger. Without thinking she turned around and raced through the broken wall and onto the open grounds surrounding the pavilion. The blast flew by her and exploded a short distance away. She heard another explosion behind her, the only sign that another blast had missed its intended mark. Paying it no attention she circled around the grounds, galloping as fast as she could towards the main entrance. She dared not look back, Princess Celestia's words ringing loudly within her and pushing her ahead, a single thought burning deep in her mind.

She would not abandon her princess. She would return with the others and save her.

She gazed straight ahead and saw the main entrance to the pavilion. At the same time another sphere of energy fell near her, exploding instantly and sending her flying through the air. She remained suspended for a moment before slamming against the ground, her body bouncing as she rolled over and came to a sudden halt. Her body ached with pain as she lay on the ground, struggling to raise herself as a familiar cloaked figure came into view. The crystal-like structure containing the princess hovered a few feet away from where she lay. She raised her gaze groggily towards the cloaked figure, the other's horn beginning to glow as magic began to center over the horn.

There was a loud smack that echoed in the silence of the morning and Twilight felt herself rise to the air, the cold morning breeze whipping against her face.

"Don't worry. We've got you."

The familiar voice, combined with the rush of air, brought Twilight back. She shook her head and felt her weariness leave her as she turned to the voice and smiled.

"Rainbow Dash! Fluttershy!"

The two pegasus carried her towards the pavilion's entrance where their three friends stood waiting for them. They quickly surrounded Twilight as she touched the ground.

"Are you okay, Twilight?" Applejack asked her.

"I think so," Twilight replied. She turned back to the cloaked pony and frowned. "We have to hurry. Princess Celestia is trapped. We have to help her."

A hoof fell over her and she turned to Rarity, who smiled at her.

"Not to worry, Twilight. Help is already here."

. . .

The blow had caught her completely by surprise, but she managed to recover quickly. Whatever had hit her seemed to have spread over her upon impact. Turning around she saw a crumpled pie plate close to her. She raised her gaze towards the purple unicorn, who now stood surrounded by other ponies that she recognized instantly. A few feet ahead of them stood the pink pony she had seen earlier, another pie in hand as she stared in the direction of the cloaked pony.

_No more games,_ she thought. _I will have my revenge now._

The tip of her horn began to glow once more, her magic gathering quickly and beginning to take shape. She focused on sending it in the group's direction just as another blast of magic crashed against her. The world began to spin before her eyes as she soared in the air, coming to a crashing halt a few feet away from where the blast had struck. She rose to her feet and turned to a dark, winged figure that remained perched in the sky, two glowing eyes starring down at her.

"Release our sister now!"

For the first time in the night she felt fear set over her, and she grit her teeth as she desperately sent another blast of magic in the younger princess's direction. But Princess Luna swiftly dodged it and sent a second wave towards the cloaked pony, who was struck instantly and sent reeling backwards. She came crashing against the ground once more and lay motionless.

Seeing the unmoving body Princess Luna wasted no time. She quickly descended to where her older sister stood and with a burst of magic shattered the glass prison that held Princess Celestia captive. The older pony fell to the floor but quickly regained her composure and turned to Princess Luna.

"We have to seal it away now! Let us hurry, sister!"

Princess Luna nodded and they took to the air, flying side by side as they ascended through the sky. Twilight watched them as they soared higher and higher until finally they hovered in place and spread their wings, their horns beginning to glow with magic. Both sisters moved as one, circling above the cloaked unicorn as their horns grew brighter. A blast issued from each of the regal sisters, dark swirls and beams of light combining as they sped towards their intended target. The mass of magic surrounded the unicorn, circling around the masked figure before closing in and trapping the unicorn from within.

. . .

Behind the mask Trixie's eyes had gone wide and her body had frozen as the magical assault drew nearer. Her mind began to race, her heartbeat speeding up as a growing numbness spread through her. It was all happening too fast, and everything had gotten out of hand. There was nothing she could do to save herself. She closed her eyes and braced herself for the impact that would surely be her end.

The blow, however, never came.

Opening her eyes she saw the mass of combined magic suspended in midair. The two princesses remained hovering above the attack, their bodies unmoving as they stared down at her. To her side the purple unicorn and her friends had also frozen in place. It was as though time itself had stopped.

"Trixie."

The voice came form the deepest corners of her mind. She did not flinch or jump in alarm for she knew the voice very well.

"The time has come for you to have your revenge. Why do you hold back?"

"I can't do this," the unicorn replied with a strained voice. She was painfully aware of how her body had started trembling. "It wasn't supposed to happen like this. I only wanted to face Twilight Sparkle and get my revenge on this town. Instead I kidnapped Princess Celestia and attacked Princess Luna. How could everything have gotten so out of hand? This isn't what I wanted."

"You lie," the mask replied, and Trixie felt the weight of the words as though they had slapped her across the face. "You wanted to be the very best, to stand above them all. You wanted to hear your name chanted by all. And one way or another they will, be it by adoration or fear."

Trixie's eyes widened. "Are you crazy? That's not how I wanted it at all. And even so, how could I attack both princesses? I'll probably be sealed away for such a crime."

But the voice in her mind persisted. "Why do you care for them when they do not care for you? Do you not see the truth?"

Her mind warped once more and she once again found herself amidst the crowd of ponies. They pointed at her and laughed, their cackles growing louder the more she begged them to stop. And there, between the purple unicorn, stood the two regal sisters, their laughter joining with the others as their continued jeers became a single voice in her mind.

"They do not care for you," the voice of the mask said. "They all stand with Twilight Sparkle. They jeer at you and make fun of you. They laugh at your dreams, they crush your hope, and they deny your heart's greatest desire. You are far better off without them."

The words rang within the unicorn, and she closed her eyes and lowered her head. "Please…make them stop. Make them go away."

"I cannot do that. Only you can make them go away."

Trixie opened her eyes. The crowd continued to surround her. The laughter became louder. Twilight Sparkle sneered at her. Everything around her began to spin.

A single thought flashed through her mind, and then all was silent. One by one the ponies before her began to vanish until only the purple unicorn stood before her. Then Twilight Sparkle disappeared and she stood alone, surrounded by darkness. She welcomed it, her vision growing darker as the same words continued to echo deep within her mind.

_Never again_.

. . .

The swirling energy receded before vanishing altogether, leaving behind nothing more than a thick trail of dust where it had struck its target. Twilight and the others stared at the spot with wide eyes. The purple unicorn was caught between amazement and disbelief. She had known Princess Celestia for most of her life but she had never seen her do anything like what had just happened.

This was the power that had been used to seal Discord away so long ago, and it was the greatest source of magic in all of Equestria.

"Did all of you see that?" she heard Applejack ask to her side.

There was a moment of silence where everyone continued to stare at the same place.

Then Rainbow Dash jumped to the air and gave a loud whoop.

"That was awesome!"

High in the sky Princess Luna turned to her sister. "Is it done?"

Princess Celestia had narrowed her eyes when the combined magic had dissipated, scouring over the land for any sign of movement. Now she turned to Princess Luna.

"Yes," she said, yet Princess Luna heard a tone of uncertainty beneath the words. "Yes, I think so. Let's seal it away while we have the chance."

Wasting no time they landed close to where the blast had struck. Twilight and the others drew closer as they began to focus their magic.

"Stand back, girls," Princess Celestia said. She turned to Princess Luna. "Are you ready?"

The younger princess nodded. "Yes, sister, we are prepared."

They unleashed their magic once more, both forces converging over the spot where the cloaked unicorn had stood.

Twilight remained silent at first, watching the two princesses work with rapt attention. Then her concern got the better of her and she asked, "Princess Celestia, what are both of you doing?"

"We are sealing the mask away," the princess replied. "Listen to me girls. We must act fast. I need one of you to go and tell the others that they are to remain inside where it is safe until we are done."

A determined look crossed Rarity's face and she nodded. "Leave it to me, your highness." She took off before any of the others could protest.

Twilight, who had barely registered Rarity's departure, pried her mentor once more. "What's going on? What is that mask? Where did it come from?"

"There is no time to explain, my faithful student. We need the Elements of Harmony. Go to your home and bring them. We must hu-"

The explosion of energy caught them all by surprise. Twilight and her friends were sent flying back while the two sisters fought against the gales of wind that had blown the others away. The purple unicorn spun in the air before remaining suspended, cold wind rushing against her as she was lowered to the ground next to Pinkie Pie. Rainbow Dash let her go and landed next to her, turning just in time to watch Fluttershy land next to Applejack.

Once on the ground Twilight shook her head, her lightheadedness clearing instantly. "What in the world was that?"

"Twilight!" Rainbow Dash cried, pointing ahead of the purple unicorn. "Look!"

The comfort that Twilight had felt upon seeing the two princesses subduing the cloaked unicorn now vanished completely as she stared at the spot where both sisters stood. They remained close together, the familiar crystal-like structure surrounding them both. They struggled within the barricade, their efforts and magic unable to break the structure.

Trapped and helpless, the rulers of Equestria could no longer help them. The realization fell over Twilight and she felt her heart stop. What were they going to do now?

Laughter echoed in the open square, a gleeful and haunting sound that sent shivers up the purple unicorn. Out of the dust came the cloaked unicorn, the mask's yellow eyes seeming to glow brighter than usual.

"Foolish princess," boomed the voice of the unicorn from under the mask. It was a voice that Twilight had never heard before, its dark and sinister tone sending chills through her body. "You were barely able to seal me away the last time. What chance did you think you had now when neither you nor your sister can wield the Elements of Harmony any longer?"

Twilight heard the words and immediately turned to Princess Celestia. She saw the princess grit her teeth and understood what the regal unicorn had known all along: it was a hopeless battle, one they could not win on their own. The elements had been passed on to Twilight and her friends, and without them the two regal sisters had no chance of stopping this new evil.

Princess Celestia turned within the confines of the structure to face her student. There was fear in her eyes, yet her voice remained strong as she spoke.

"Twilight," she urged. "The elements. Hurry!"

The masked unicorn turned from Princess Celestia to Twilight Sparkle. For a moment all was still; then a strangled cry filled the air and the cloaked unicorn lunged for Twilight. The purple unicorn was caught by surprise and felt her body tense as a blur of wind passed by her side. There was an audible groan and the masked unicorn was on the ground, pinned down by Rainbow Dash. The pegasus turned to Twilight, the strain of holding the other unicorn down clear on her face.

"Twilight, you heard the princess. Go and get the elements. There's not much time."

Twilight's eyes widened as realization dawned on her. "No," she said, "I'm not leaving you and the princesses here."

The unicorn thrashed under Rainbow Dash, who clenched her teeth and added more strength to keeping the unicorn pinned. "Stop arguing and go. Get her out of here, guys!"

Twilight opened her mouth to protest and immediately felt her hooves leave the ground. Fluttershy had grabbed hold of her and taken to the air, quickly moving away from Rainbow Dash and the captive princesses. Below them Pinkie Pie galloped at a quick pace, keeping up with Fluttershy as she flew in the direction of Twilight's home.

Twilight fought against the hold Fluttershy had over her but quickly stopped as she heard her friend crying apologies. She realized how hard it must have been for Fluttershy to muster the courage to leave Rainbow Dash behind. The thought brought a pang to her heart as the reality of what they had just done struck her. There was nothing she could do to help the princess on her own. She would have to put her hopes on her friends and the Elements of Harmony.

She only prayed that Rainbow Dash would be fine without them.

. . .

Trixie fought under the weight of the cyan-coated pegasus, trying and failing to gain the upper hand. Anger coursed through her and she unleashed her furry, focusing the mask's power into another blast of magic. She saw the pegasus' eyes widen in recognition before she was sent soaring away. Now free she raised herself from the ground and hovered in the air, turning to see the pegasus lying motionless where she lay.

"Hurry after her," the voice of the masked urged her mentally. "You must not let Twilight Sparkle reach the elements. Stop her now!"

Trixie was only too happy to oblige. She turned in the direction that Twilight Sparkle had been taken and moved through the air following after the purple unicorn. She had only begun to move when she felt a tug on her waist and was brought crashing against the ground, knocking the breath out of her as her vision darkened and her body ached in pain. Struggling to stand on her hooves she shook her head and turned around. A noose had been roped around her, and she followed its length to the other end where it lay next to another pony. She recognized her as one of those she had bested during her previous visit to Ponyville.

"Rainbow Dash. Rainbow Dash!" she heard the pony cry as she turned away from Trixie and dropped next to the unconscious pegasus. After checking her over, she turned once more to Trixie, her features growing cold. "No one hurts my friends, you hear me? Looks like I'll have to teach you some manners."

"Is that so?" Trixie replied, her tone even and controlled. "Let's find out."

Her horn began to glow, and the rope tied around her became loose, quickly retracting towards the other pony and wrapping around one of her hooves. The pony tripped over the noose and was suspended upside down as the rope rose to the air, closing the distance between Trixie and the orange-coated pony.

"Let me go!" she screamed indignantly.

"Now look who needs to learn some manners," Trixie mocked. "You forgot to say 'please'"

The pony's eyes narrowed, her voice contorted with anger. "Please."

Behind the mask Trixie smiled. "That's better."

The rope cracked like a whip and the pony was sent flying back, racing towards the ground. There was an audible crack as the leg that had been tied in the noose bent at an odd angle under the pony's weight, her whole body twisting as she rolled over, crashed against the pavilion's outer wall, and moved no more.

Trixie turned from the pony to the pegasus and then to Princess Celestia, whose eyes stared at the other two in horror.

"Your faithful subjects haven't caused a very good impression, your highness. Let's hope that the others do a better job."

Without awaiting a response she took off, moving through the air towards Twilight Sparkle and her remaining friends.

. . .

The flight had been a quick one, and as the first rays of sunlight strayed over the horizon Twilight spotted it. The tree-shaped structure that was her home drew nearer and nearer as they quickly approached it.

"We're almost there, Fluttershy," she said, more to relieve herself than her winged friend.

Air whipped around her as Fluttershy pressed on; she heard a burst, and then Twilight felt her stomach plunge as she fell through the air, Fluttershy's unconscious body falling next to her. She reached for her friend, missed, tried again, and pulled Fluttershy close to her, sparks showering from her horn as they became surrounded in the purple unicorn's magic. There was a flash of light and a moment later both unicorn and pegasus were safe on the ground, and Twilight let go of the unconscious Fluttershy.

"Pinkie Pie," she said, "I need help here! Fluttershy's not moving!"

She saw Pinkie Pie's eyes widen as she stared at Fluttershy and realized too late of the danger that was approaching the pink pony. She didn't even have time to cry out a warning before Pinkie Pie was struck, the blow pushing her body through the air before she came to a crashing halt next to Twilight. She too was unconscious.

Twilight turned to the hovering figure responsible for the attacks. Two bulbous yellow eyes stared back at her, piercing through her and sending shivers down her spine. They had seemed ominous ever since she had first seen them, a feeling that had only increased once the princess had confirmed her assumptions. She stared at the mysterious unicorn wondering how the other remained levitated. The only magical means of flight that she knew was the Flight Spell, but the other unicorn didn't seem to have any wings. How was it possible? Could the other unicorn know more advanced magic that she wasn't aware of?

The unicorn continued to hover ahead of her as her mind reeled with questions. Then she blinked, and the other figure had disappeared. Her eyes darted through the sky in search of the masked figure, her heart beating hard in her chest as a sinking feeling spread through her body. Realization dawned on her and she spun around coming face to face with the eyes of the mask, the unicorn's horn radiating with magic.

Fear had frozen Twilight where she stood, and she stared at the figure with wide eyes.

"How…?"

The voice that replied was different from the one she had heard before, yet the malevolence in the tone remained the same.

"You're not the only one who knows how to teleport."

The rush of the blast greeted Twilight, and all grew dark.

. . .

Her body ached as she came to, and her vision remained blurry as she tried to stand. Her head throbbed dully and her legs shook under her weight, threatening to give in at any moment. It was not long before they collapsed and Twilight fell to the ground, her eyes gazing listlessly at the open sky above her. A barren and grey horizon stared back at her, and she realized that she must not have been out for very long.

The faint echo of hooves approaching reached her ears and she turned her head in the direction of the sound, her eyes falling on a familiar cloaked figure.

"Welcome back," the masked unicorn said. Even with her dulled senses Twilight easily caught the hint of disdain under the tone. "It's so nice of you to honor me with your presence."

Her limbs shaking, Twilight reclined on her front hooves and stared up at the figure. "Why are you doing this? Who are you?"

The other unicorn scoffed at her. "You really don't remember me. Isn't that just fitting? You probably never even thought about me, yet I've spent every single day hating you, waiting for this day to come. Let me refresh your memory."

Standing on two legs the unicorn pushed back the hood of the cloak, allowing the concealed mane to flow freely with the wind. A moment later the cloak had also been removed revealing the cerulean-coated body underneath. Two hooves slowly reached for the mask and pulled it off.

Twilight's eyes widened with recognition. "You."

Trixie smiled. "That's right. I'm glad you finally remember me, Twilight Sparkle."

The throb on Twilight's head intensified as her mind raced with thoughts. "You came here once before. Your name was Trixie."

Trixie's eyes narrowed. "That's the Great and Powerful Trixie to you. You might have dismissed it the last time I was here but you will remember it now. I'll make sure that none of you ponies forget."

"What are you talking about?" Twilight asked, a bewildered look on her face.

"Don't play dumb!" Sparks shot out of Trixie's horn as she sneered at Twilight. "You humiliated me in front of everyone. You turned me into a laughingstock. You ruined everything!"

When the same confused expression remained on Twilight's face Trixie growled in frustration. "The Ursa Minor! You vanquished it even after I was helpless to stop it myself. You made me look like a fool!"

Comprehension dawned on Twilight's face. "But that…I didn't mean to…I never meant to embarrass you."

"Stop lying," Trixie said, the scowl on her face becoming even more pronounced. "All of you ponies have laughed at me long enough. I'll make sure you never laugh at me again."

Twilight shrunk back. "What are you going to do?"

A wicked grin spread over Trixie's face as she stared at Twilight. "I'll show you the same despair that you made me experience, Twilight Sparkle. I'll take away everything precious to you and make you regret the day you made fun of me. I'll make all of Ponyville pay. I'll start by bringing this whole town crashing down."

Twilight's eyes widened as she gaped at the unicorn. "You can't."

"Of course I can. I have more than enough power to do so."

Turning to the tree-like structure that was Twilight's home Trixie heard a familiar voice in the back of her mind.

"There. The elements are in there."

The cerulean-colored unicorn smiled, placing the mask over her face before turning to Twilight Sparkle.

"Just watch."

Her horn began to glow and a moment later six objects shot out of the structure and made their way towards her. They circled around her, the light emitted from her horn allowing Twilight to see what the other unicorn had obtained. Her eyes widened with recognition as she felt her heart stop.

"No," she whispered, her voice losing all of its strength as her mind reeled in shock.

Trixie stared down at her, a triumphant look on her face. "These are the objects the princess sent you to retrieve, aren't they? Your last chance is gone. The elements are mine!" She began to laugh as she stared down at her defeated nemesis. "You should see the look on your face. You look so weak and helpless."

Coming to, Twilight grit her teeth, using her remaining strength to rise from the ground.

"Give those back!"

The laughter faded away. Trixie turned to Twilight, her eyebrows raised. "You really plan on standing up to me? What chance do you think you have against me now?"

"I don't care," Twilight replied. "But I won't let you get away with this. I won't give up."

Silence greeted her words as Trixie remained still. What was going on here? She had beaten Twilight Sparkle, taking away the princess who was so close to her and defeating all of her friends in the process. The Elements of Harmony were now in her grasp. She was finally achieving the revenge she had desired for so long.

Yet Twilight would not admit defeat. She remained defiant and sought to endure. She was beaten and had nothing more to give, so why did she insist on persevering?

A thought occurred to her then, one that she had not taken into account during all the nights where she plotted her revenge. It was a simple thought, yet one that she had not foreseen, and the weight behind it was so strong that she felt herself stagger.

Twilight Sparkle would never give up. She would keep trying, no matter how hopeless the situation seemed.

"No. You can't do that."

Stunned, Twilight stared at the other unicorn, her tense body becoming loose before the sudden change. Trixie took a step back, shaking her head as she fell to the ground. All of her planning - all the days of carefully honing her magic and preparing for the day she would return to Ponyville, ready to extract vengeance on the purple unicorn and the citizens of the small town – had been for nothing. She would never truly triumph over Twilight Sparkle for the unicorn would never admit defeat.

No. She would not let it end like this. She had come too far to be denied now. She would have her revenge. She would make all of them suffer.

Her horn began to glow, its light pulsing as Twilight stared in suspense. The ground began to shake as Trixie let out a scream that seemed to echo all around them, sending a wave of magic rushing out of the unicorn's body. Twilight braced herself as the magic passed by her producing strong gales of wind that blew over her, their sheer strength almost overcoming the purple unicorn.

"I will have my revenge!"

"Stop it, Trixie," Twilight pleaded. "Don't do this."

Thunder rumbled as lightning flashed in the sky, a mass of clouds appearing out of thin air over Ponyville. The wind around them continued to pick up, threatening to send the purple unicorn flying away. At the center of the bedlam stood the masked unicorn, floating over the ground as the elements continued to circle around her.

"Listen well, Twilight Sparkle," Trixie's voice boomed over the rumble of thunder. "I have taken your princess. I have defeated your friends and left them strewn over the ground. I have won!"

Twilight braced herself as another blast of air blew over her, pushing her back as Trixie continued.

"You are beaten, and yet you remain stubborn and choose to continue a losing battle. I won't allow it. I want to see all hope vanish from your eyes before I'm done with you. I want to see you broken with despair, acknowledging that there will be no salvation in the end. If you will not succumb now, then I will have to wait a little longer."

The circling elements took to the air, the magic surrounding them intensifying as they continued to trace the same pattern over and over again. Lightning flashed overhead as the Elements of Harmony began to spin faster before shooting away, racing through the sky in different directions like shooting stars. Twilight watched the trail of one of the elements as it sped over the horizon and disappeared from sight.

She turned to Trixie. "What did you do?"

"I have sealed your fate," the other unicorn replied. "You have seven days to find the elements and unite them. If you can do that then you might be able to save your pathetic home. If not, then you can kiss Ponyville goodbye!"

Magic gathered on Trixie's horn once more. The masked unicorn screamed, her voice both horrible and chilling, the ensuing blast of magic aimed high towards the sky. Twilight tried to stand her ground as the wind around her picked up but to no avail. The power emitted form the other unicorn hit her hard and she was sent flying back. She fell to the ground, feeling her breath be knocked out of her as the pain in her head intensified. Her vision darkened at the edges, and she turned to the powerful unicorn floating in the air one more time before darkness took her and all was silent.

* * *

><p>Author's note: At long last the second chapter is done! My thanks go to all the people who have read andor reviewed the story. A big thanks go to the people at Equestria Daily as well for accepting the fic on their site and for the wonderful Editor's Omnibus. I highly suggest that readers who are into writing take a thorough look at it.

Also, I have a bone to pick with BEN, who so honestly stated that I shouldn't have written this story. Here is my reply, short, sweet, and to the point.

*Opens mouth to reply and immediately bursts into flames*

Then again, maybe I don't have a bone to pick with BEN after all.

Thanks again to all the readers for taking the time to give this story a chance. I hope you look foward to the next chapter!


	3. Dawn of the First Day

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

* * *

><p>Her eyes flew open and she found herself lying on her bed, the familiar objects of her room slowly coming into focus. She blinked a few times to adjust her view, fighting against the pull that wanted nothing more than for her to close her eyes and doze off once more. She pulled the sheets away and stood from the bed, immediately regretting her actions as her head began to pound dully and the room before her began to spin. Closing her eyes she took a deep breath and willed the pain away; a moment later she opened them and the room remained still. Sighing in relief she stepped out of the room.<p>

It was a quiet morning; too quiet, in her opinion. There were no sounds of activity coming from within her home, and the streets outside were just as silent as the inside of the tree-like structure. Spike was probably still asleep. After all, the young dragon had stayed up far too late the night before working on…

On what, she thought, and stopped at the top of the stairs. What had happened the night before, and why couldn't she remember? She would have to ask Spike once she woke him up.

Making her way down the stairs she headed towards the young dragon's bed only to find it empty. Surprised, she instead turned towards the kitchen. He was not there, either.

"Spike?" she called out, making her way to the library. Surely he would be there busy with work, but when she checked the room and found it just as empty as the rest of their home a cold feeling began to spread through her. Had Spike gone out? The young dragon almost never went out on his own, at least not without letting Twilight know where he was going. His absence didn't feel right. Nothing about that morning felt right to her.

Panic began to spread through the purple unicorn but she couldn't explain why. There was nothing wrong with the situation yet her heart had begun to beat faster as a sinking feeling spread through her. The lack of sound both in and out of her home was suddenly suffocating, and the fact that she couldn't remember anything from the night before only made things worse. Everything seemed perfectly normal and completely wrong at the same time.

Whatever was going on, she wouldn't find anything out just by standing around. Pushing away the feeling of dread she decided to go out and find Spike. Surely he would remember what had happened.

Her horn began to glow and the front door swung open revealing the young purple dragon standing on the doorway. For a moment he stood there, his mouth agape as he stared at Twilight. A second later he had closed the distance between the two and clung to the purple unicorn.

"Twilight!" he cried. "You're up! You had us so worried!"

"I'm glad to see you too, Spike," Twilight said. "Now could you please let go? You're starting to hurt me."

"Sorry," the young dragon said, letting her go and stepping back. "I'm just glad that you're okay."

Twilight frowned. "Why wouldn't I be?"

She had a funny feeling that his concern over her was tied to whatever had happened on the night before, and she remained silent as she waited for him to speak. But Spike said nothing, his mouth opening and closing wordlessly as he stared at her.

Finally he asked, "Don't you remember what happened last night?"

Twilight shook her head. "I remember that we finished setting everything up for the Summer Sun Celebration, but everything after that is kind of a blur." She let out a gasp as her eyes widened. "I slept through Princess Celestia raising the sun! Why didn't anyone wake me up?"

She saw the young dragon's expression become somber as he lowered his gaze. When some time had passed and he remained silent Twilight spoke up.

"What is it?"

Spike let out a sigh as he turned to his best friend. "Let's go get the others. They'll be happy to see that you're up, and they can tell you the whole story. Or what they know, at least." He began to twirl his thumbs as he continued, his voice growing weaker until he was almost whispering. "We were kind of hoping that you could tell us everything that happened."

He turned to the open door and felt his feet leave the ground. A purple aura had surrounded his body and before he knew it he was face to face with the purple unicorn.

"What do you mean? What happened last night? Tell me!"

"Let me go, Twilight!"

Surprised, the purple unicorn complied, and a moment later he was back on the ground. Collecting himself, he turned to his friend once more. "I already told you, I don't know the whole story. The others can tell you what they know. Maybe then you'll start to remember what happened."

He turned to the door but stopped. His whole body slumped as he let out a sigh and turned back to Twilight Sparkle.

"Twilight, something bad happened last night…something really bad."

. . .

They left their home and began the short trek to the main square, where Spike said the whole town was gathered. Twilight walked down the familiar path in silence. Spike's words had offered no comfort to her, only serving to increase the ever-growing fear that was consuming her. She realized that if she focused hard enough she could recall glimpses of the events that had taken place the night before. She remembered welcoming Princess Luna and joining her friends in a party before slipping away to spend time with Princess Celestia, but here her memory failed her and all that remained was a large blank spot. She tried pushing past the barriers in her mind but all that her effort amounted to was the return of the dull pain that settled itself in her head. Sighing in frustration she let go of the trail of thought and walked in silence.

What happened last night, she wondered, and why wouldn't Spike tell her what he knew?

From what she could gather it had been a fun evening right up to the point when Princess Celestia was expected to raise the sun, and judging by the fact that it was daytime it seemed as though she had done so just like every other time. Lifting her gaze to the sky was enough to notice the beams of sunlight that shone down over Ponyville. She shielded her eyes as she shifted her gaze close to the large flaming orb that hung in the sky, trailing over the other orb in the sky as she let her eyes wander over the horizon.

Catching herself, she focused her sight over the other object that hung in the sky. _What is that,_ she wondered. Whatever it was it seemed familiar to her. But how was that possible? She had never seen something like that in the sky before, and she knew for a fact that it had not been there the previous day. The more she looked at it the more it seemed to resemble a burned-out moon that was no longer shinning brightly in the sky.

Her eyes immediately closed as her body grew tense. The throb in her head had exploded into life, sending a fresh wave of pain flowing into her and making her cringe. Thoughts began to race through her mind, a recollection of events that seemed both familiar and strange at the same time. She saw the two princesses helplessly encased and her friends lying on the ground. Two large, bulbous yellow eyes flashed across her mind before being replaced by an azure-colored unicorn who wore a mask and unleashed a chilling scream that sent shivers through the purple unicorn.

Twilight began to scream, pain pounding endlessly against her as her mind continued to reel with the suppressed memories. A final thought flashed through her mind and she saw the unicorn send magic towards the sky where it began to take shape. Then the wave receded and Twilight was falling, her whole body growing numb as the world before her grew dark and she slipped out of consciousness.

. . .

Spike had wandered lost in thought for most of the short journey to the town square where the others were already waiting for him. So much had seemed to happen in such a short amount of time. It was bad enough that none of them had a clear answer to the many questions that plagued them, but now the only one able to tell the whole story didn't remember anything from the night before. Just what had happened to make Twilight forget?

The scream he heard a moment later broke through his train of thought and he whirled around just in time to watch Twilight wobble on the spot and fall on the dirt path.

"Twilight!" he cried as he ran towards his friend and dropped at her side. He grabbed the purple unicorn and began to shake her.

_Please be okay_, he thought over and over again, continuously shaking Twilight as he called her name, and when she opened her eyes a moment later he felt a wave of relief wash over him.

"Twilight, you're okay. Don't scare me like that."

But Twilight did not seem to hear him. Her whole body had begun to shake as she came to and she turned to the young dragon with wide eyes.

"I need to find the others. We have to hurry."

She quickly rose from the ground and turned around.

"Get on, Spike!"

The young dragon did not question her as he quickly hopped onto Twilight's back and she took off, the feeling of dread that had awakened within her remaining intact as she galloped through the dirt path towards the town square.

_We have to hurry, _she thought. _There's not much time. _

. . .

A burst of magic, a flash of light, and the crystal structure reappeared in her vision as strong and whole as it had been moments before.

She took a deep breath and pushed her mounting frustration away. Her horn began to glow once more, radiant light spreading out of the structure and stretching to the far corners of the room, bringing the stained-glass drawings that decorated the walls into clear view.

Another burst of magic, another flash of light. The resolute attitude that had led her to endlessly perform the same failed attempt flowed through her as darkness crept back into the room. She strained her eyes and found the familiar glow that marked the presence of her prison, the sheen it gave out silently taunting her to try again.

She accepted defeat and lay down within the confines of the structure that enclosed her, all of her strength seeming to fade away after so many failed attempts. Had she really thought that she would be able to break through such strong magic while she herself was trapped within it? A small part of her had thought so; the same one that still remained defiant even after all her energy had been wasted with nothing to show for it other than the exhaustion she felt. But now was not the time to feel discouraged. She would conserve her energy and rest, patiently waiting for what was to come next.

How long had she been here, she wondered. It had seemed like so long, but time had a way of seeming longer than it really was. She had no way of knowing how much time had passed, nor did she know the fate that had befallen the citizens of Canterlot. There was a time when the lack of knowledge would have been enough to overcome her and cloud her actions but that was in the past. She was much older now, more knowledgeable and capable of controlling her emotions. The time might come where she could take advantage of the situation and find a way to escape, but until then there was nothing she could do other than wait calmly and hope for the best.

Wait. Never act, but wait.

A deep sigh escaped her as she closed her eyes and sought control. She hated feeling helpless, unable to do anything but hope that all would work out in the end. It was something that had come with ruling over Equestria for so long, being responsible for all of its inhabitants and their wellbeing for centuries. Not knowing what was going on or the fate of her citizens was almost maddening, nothing but uncertainty to keep her company while valuable time ran out and the world around her continued to turn. She had the utmost of confidence in her most faithful student and her ability to succeed but she could not just sit by and do nothing. She needed to escape, to return to Ponyville and help Twilight and her friends in any way she could. Time was of the essence and they needed to act quickly.

"Given up, I see. Not that I blame you."

The voice came from everywhere, its delighted tone echoing throughout the massive room and giving the impression that there were many figures lurking in the shadows, but the princess was not fooled and she stared through the piercing darkness in the direction where the other unicorn stood. Two glowing eyes peered back at her through the lingering darkness.

Immediately the princess stood within the confined space, her face composed and free of emotion. The time had finally come for her to do what she could, and she would have to play her part well.

"Welcome back," she said. "I trust you've been busy since you left?"

Trixie did not reply as she closed the distance between herself and the regal unicorn. The princess merely stared back, her expression completely unreadable to the once-stage performer. After a long pause the princess let out a deep sigh, gazing at the masked unicorn as though merely bored with her current predicament.

"It would be nice if I could have some light in here," she said, gazing at the surrounding darkness to emphasize her point. "You wouldn't mind, would you?"

Her words were met with silence, but that did not discourage her. She knew the other unicorn would not speak, not yet at least. It was a routine that she knew well enough by now. Her captor would silently concede to her wishes, if only to make her less resilient for whatever plans laid ahead. From there anything could happen, and she had to make sure that she could properly read the masked unicorn before she began to play her hand.

Sure enough, the tip of the other unicorn's horn began to glow, and like smoke being ventilated the shroud of darkness that covered the room began to swirl and dissipate until it vanished completely and she could see all that lay in the room once more. Everything seemed just like she had remembered it except for two statues that seemed to have been placed near the throne since her last visit to the massive chamber. Each one was a marble carving depicting a pony garbed in armor and standing in attention, and she only needed to look at them once to understand the fate that had befallen the castle guards. The realization hit her hard, its strength almost overwhelming her. She had known each one of them, and she could only imagine how many others had already been lost.

It was a painful thought, but she did not linger on the matter. She had only one chance, and she had to make the best of it.

She turned back to Trixie, her features as composed as they had always been.

"That's much better. You have my deepest gratitude."

Trixie walked past the princess and approached the throne, seeming to collect her thoughts in silence. She did not need the mask silently hinting at her to know that the princess was up to something. Whatever it was that the princess was trying to achieve she was determined to get the better of her in this little skirmish.

"Your thanks are unnecessary, _your highness_," she replied in a casual tone. "Just say the word and anything you need will be done."

The princess smiled. The words were meant to sound indifferent but the other's tone had been marred and she had picked up genuine feeling hidden within them. Whether it was real or not was yet to be determined, but it was a good start. She would not be bothering with any acts if she did not think that the unicorn who held her captive could be saved. By the looks of things the mask had not begun to take over and her captor was still in control. If she could play her hand right it would be a big step in solving everything peacefully.

It was a long shot, but it was all she could do to be of any help at this point.

"Would asking you to release me be out of the question?"

Trixie nodded. "That would be correct, your highness."

The princess let out a weary sigh and closed her eyes. "And here I was getting tired of being locked in here." She let her gaze return to the two statues in front of the throne. "I see you've done some interior decorating. I can't say that I approve of the changes. Hopefully your work outside is of more taste than this."

Behind the mask Trixie smiled as comprehension dawned on her. _So that's what you're trying to do._

She was no fool; the princess was clearly baiting her, expecting her to answer in defiance and let slip information that the regal unicorn deeply desired to know. The fate of Canterlot's citizens clearly rested impatiently in the princess' mind, the uncertainty slowly chipping away at her resolve, yet she managed to hide the concern behind an unreadable mask and pass it off as nothing more than idle talk.

_Very well_, Trixie thought. Two could play that game. She would show the princess that she was not to be underestimated, and she would make sure that the regal unicorn learned not to hide behind masks that could easily break apart.

A final hint was offered to her before she removed the mask she wore. Placing it over the throne she turned around and her eyes locked with those of Princess Celestia.

"I'm sorry my work does not meet up to your standards, princess," she said. "In fact, I must admit at being humbled by your own work."

When the princess raised her eyes in confusion she continued.

"I'm most curious about your creations, especially in the gardens. There's a particular object there that caught my interest. At first glance it was unimpressive but after a while it seemed to transform before my eyes into something grand. Such a feat is nothing short of amazing."

"You flatter me," the princess replied with a smile. "I doubt it's anything good."

"On the contrary, your highness, it's truly remarkable. Your modesty only makes it stand out even more. It was truly a work of art, portraying such a strong sense of havoc in such a subtle way. In fact, it seemed to capture the very essence of discord, if you know what I mean."

The mask became undone, and the once relaxed and nonchalant prisoner widened her eyes in recognition and horror. _There it is_, Trixie thought with a smile. Enjoying the sight of the ever-composed ruler of Equestria standing fearful and in panic she closed the distance between them.

"Yes, princess, I know all about that statue and what it really is." A goading tone carried her words, her pleasure at the other's despair ringing clear in her voice. "Imagine if something was to happen and the seal over it happened to break. Such an event would surely be catastrophic."

"You can't set him free," Princess Celestia cried out at once. "He must not be released again or all will be doomed."

"Don't worry, your highness," Trixie replied in a reassuring tone. "I have no plans on helping him escape."

Stunned silence met the words as the princess stared at Trixie, her mouth agape and eyes wide. The azure-coated unicorn stared back with a smile.

_That's what you get for trying to make a fool out of me. This round belongs to me._

"What did you say?" the princess asked in disbelief.

"Exactly what you heard, princess," Trixie replied. "I won't release him."

Those were the last words Princess Celestia had ever expected to hear. She saw the confident smile on Trixie's face, understood the other's intention, and mentally berated herself. Her fears had betrayed her for one small but crucial moment, and the damage had already been done. Obviously her captor was toying with her, pushing and prodding at her to get a desired response, and in the end she had walked right into it. She had underestimated the other unicorn and had paid for it.

Recollecting her thoughts she pushed her worries away and turned to the other unicorn who starred back at her with narrowed eyes.

"Don't think I don't know what you're doing," Trixie said, the warm tone all but gone from her voice. "I'm not that easy to deceive, so why don't you drop the act?"

_So much for that idea_, Princess Celestia thought with a frown. She sighed and regained her monotone features. There was no recovering from that small outburst but she still had a hand to play. No more deception. If she was to truly find a quick solution she could not afford to play any more games.

"Very well, then," she said. Her tone, once undermining and bored, now sounded completely different in Trixie's ears. It was formal and powerful, yet kind and soothing at the same time. "Tell me, why are you doing all of this, Trixie?"

Trixie frowned at the regal unicorn. "Don't talk to me as if you know me. You've never even met me before. I bet you wouldn't ever know who I was if I hadn't kidnapped you and your sister."

No sooner had the words left her mouth that she let out a gasp and her eyes went wide. Her whole body had gone rigid as she seemed to stare through the princess, completely lost in thought. The regal unicorn saw the change and the chance it represented, and she decided to carefully pry in what she hoped was the right direction.

"You're right," the princess replied with a sigh, "if not for last night we might have never been personally acquainted. And you would not be caught in this mess."

Snapping out of her shock Trixie turned to the princess. "And just what do you mean by that? From where I stand you're the one who's caught up, not me."

She had meant for her voice to sound menacing but her fear had betrayed her and the words had sounded unsure.

_She's scared_, the princess realized._ Good. It might not be too late for her to make things right._

"Yes, I am imprisoned," Princess Celestia said, "and I have no doubt in my mind that you've done the same to my sister. And that is exactly my point."

Here she trailed off, closing her eyes as though to collect her thoughts. When she decided that enough time had passed for the words to sink into her captor she continued.

"You have not harmed us but merely isolated us from intervening with your plans. You could have done much worse by now and there wouldn't have been a thing we could have done to stop you, and yet you haven't."

"You don't know what I've done," Trixie replied. Her eyes locked with those of the princess, silent defiance clear in her gaze. "You have no idea."

"But I do know what you did on Ponyville, and as horrible as it was you could have done more than that. You have shown that you are capable of great and terrible things. Why you have deliberately chosen not to do more is what I don't understand."

Trixie remained silent as the princess gazed at her intently, seeming to try and read her thoughts in order to find the answer she so desperately sought.

"Why did you spare the others when you could have easily removed them from your side? You realize that they will continue to interfere with whatever you have planned?"

She had expected silence to follow her words. She had even hoped for it, her plan carefully designed to play off the other unicorn's insecurities. Surely she could reach out to the younger unicorn, offering her a path that didn't lead to destruction.

Amused laughter was what she received, and she stared at the other unicorn in stunned silence.

"You surprise me, princess," Trixie replied, her laughter continuing to echo around them. "Did you honestly think I spared your faithful subjects and your pathetic protégé? Don't worry," she added upon seeing the shock on the other's face, "they're still fine. I doubt any of them are seriously hurt, not yet, at least."

"Then why-"

"Did I spare them?" The amusement in Trixie's tone could not have been more obvious, and the princess realized that she was enjoying a moment to be in the spotlight. "I would have thought that the answer to that was simple. I wish to have more fun with them before finishing them. I gave them a chance to try and save Ponyville if they could manage to find their elements in seven days, but I'd be surprised if they even manage to find the one that landed in the forest."

She began to laugh once more, savoring the moment. "I'll let them think they have a chance. It'll make destroying Ponyville all the sweeter in the end. I'll make them feel the same despair that they made me feel. I'll take everything from them just as they made me lose everything I had, and I'll enjoy every moment of it."

Princess Celestia shook her head. "I find it highly unlikely that you'll succeed, which is why you must stop what you are doing while you still have a chance, Trixie. What do you hope to gain from it all?"

"I will gain everything," Trixie said. "All my dreams will come true."

"You don't believe that," the princess replied. "No more than you believe that everything will be fine for you in the end."

The azure-colored unicorn turned away from her. "What do you know? In the end all I want will be mine."

"I doubt that. Do you really expect to rule over Equestria? Do you expect its citizens to simply accept you out of fear?"

When the other unicorn remained silent the princess pressed on. "That did not work for Discord and it will not work for you. Sooner or later you will be stopped and you will have to answer to all the crimes you have committed."

"And just who is supposed to stop me?" Trixie asked. "I have captured the rulers of Equestria, the most powerful unicorns in the world. The Elements of Harmony have been separated, and even if those ponies somehow manage to find them all they will be of no use to them. Nothing will save them in the end. I have won, princess, and you have lost."

"You are blinded by your previous victory," Princess Celestia said. Then, "And by false promises provided to you by something you cannot begin to understand."

Her words had the desired effect, and she saw the other unicorn gaze at her with apprehension.

"What do you mean?" Trixie asked. "What is it that I don't understand?"

"The mask is not a force to be controlled, Trixie. It will use you for its own purpose. In the end you will be its puppet, powered by nothing but rage and sorrow. Continue down this path and you will be lost forever."

Trixie staggered back, the words hitting her like a blow. A moment later she shook her head in frustration. Why was she letting the princess get to her? Surely it couldn't be true. It was just the sort of thing the princess would try to say to gain the upper hand. There was no way she would believe such a ludicrous tale.

"You lie," she said. "I control the mask."

Princess Celestia frowned. "Yes, but for how long? How much longer will it be before you lose yourself to its power? Surely you've already felt it begin to influence your judgment?"

Trixie opened her mouth to reply and then closed it. The princess merely nodded at her, silently confirming what she already knew to be true. What the princess said had been correct, and even if Trixie would never admit it to her there had been moments when she had let the mask make the choices that seemed easier at the time. But even so, she had still been in control during those moments, just the same as always. Nothing would change that.

"I don't believe you," she said at last. "What you say is impossible."

But the princess merely gazed at her with a somber expression. "Just like finding a magical artifact that could make all your dreams come true is impossible?"

Her words remained in the chamber long after she had said them. The younger unicorn's eyes widened as she turned back to the princess.

"What did you say?"

"Did you think we never knew, Trixie?" The voice that spoke was no longer kind, adopting a tone as cold as the eyes that now stared at the azure unicorn. "Surely you saw the symbols on the box and realized that you were not the first to discover its secrets. There were others before you, how many, I do not know, but that is not important. The mask has been deceiving you for its own purpose. Deep down you must realize that."

The younger unicorn registered the words as she stood in shock. Her mind warped and she found herself elsewhere, down an alleyway in the city where she silently vowed that she would one day make a name for herself. How everything had started to look up for her when she found the mask and the dream that she so longed for lay before her, finally within her reach. Nothing could stop her from accomplishing her heart's greatest desire.

Yes, it had all seemed good, almost too good to be true. With the mask helping her all that she had ever wanted would have been hers for the taking. As long as she had the mask nothing could stand in her way.

Even so, she could not deny the truth hidden within the princess' words. The mask had always guided her during her travels, offering advice whenever she had sought it, but what had begun as mere suggestions had changed over time, becoming strong pulls to particular decisions that made her feel uneasy at best and horrified at worst. After a while the mask had begun to force the more horrible choices out of her. What if a time came when she no longer had any control over what she did?

She took a look around, her eyes eventually landing over the two statues that had once been ponies.

Was this supposed to be the path that led to her greatness?

The princess saw the change in the other unicorn and felt hope rise within her. Whatever Trixie was thinking of it was producing the desired effect. Just a little more and things might work out after all.

"You must believe me, Trixie."

The other unicorn lifted her gaze to the princess. A haunted and hesitant expression loomed over her eyes as she asked, "How am I supposed to believe you?"

"Because deep down you know that what I say is right," Princess Celestia replied, her voice once again adopting a caring tone. "You have been traveling down a path that has only led to destruction and confusion but it doesn't have to end that way. I know that you don't wish to continue down that path. You still have time to set things right. I can help you."

"Lies!"

The voice caught both of them by surprise and each one jumped slightly as the words echoed in the room. Trixie turned to the mask where it now hovered over the throne. Princess Celestia also turned to it, and Trixie was slightly surprised when the regal unicorn showed no signs of disbelief at hearing the mask speak.

"Do not let her fool you, Trixie. She will say anything to be set free, and once so she will waste no time in punishing you."

"That's not true!" Princess Celestia said. "I want to help you, Trixie!"

"Help?" the mask laughed. "Do you mean to offer the same help you offered your sister? The one you banished to the moon for a thousand years?"

Princess Celestia's eyes widened in surprise. She saw the horror she felt reflected in Trixie's eyes as the other unicorn took a step away from her and felt her mounting frustration return. She had come so close, had almost succeeded, only to be brought to a crashing halt at the very end. She saw the hurt in Trixie's eyes and realized that the mask had struck the same target she had been aiming for all along: the younger unicorn's fears and doubts.

"It's not the same," she cried in her defense. "My sister was overcome by bitterness. Her anger was a threat to all of Equestria. You must understand I had no choice!"

The mask began to hover towards Trixie, circling around her as it spoke once more.

"Your plight is clear to us, princess. You would punish all who become a threat to the kingdom and justify your actions for the greater good. You feign care and deliver swift and cruel punishment once you have had your way. Your words are nothing more than deceit."

The mask came to a floating stop before Trixie, its lifeless yellow eyes starring intently into the unicorn.

"Her words cannot be trusted. She would justify sealing her own sister on the moon. What sort of punishment can you expect if you place your trust in her?"

"Don't listen to it, Trixie! The mask is twisting the truth! You know what you're doing is wrong!"

But the princess knew even before she tried that it was to no avail. Trixie had shut her eyes and seemed to fight with herself from within. She shook her head before opening her eyes and crossing the hall away from the princess, the mask following behind her. The regal unicorn tried calling her one more time but it was no use. In a matter of moments she was once again alone and everything had gone silent, the glowing hue of the prison her only companion as she closed her eyes and lay trapped within it in defeat.

Why had things gone wrong? Why couldn't she have done more? She should have done things differently. All of her effort had only served to further unhinge the confused unicorn, and she had no doubt that further chaos would flow into Equestria because of it.

No. She had done all that she could. To dwell on the negative was to give up hope, and right now that was all she had. She knew that she would not have another chance of reaching out to Trixie. From here on out the other unicorn would be too wary of her for her to even have a chance.

But what if she could reach someone else?

Her eyes flew open as she considered the possibility. Light had returned to the room now that the lingering darkness had been cast out and she could see that dusk was still some time away. Her energy would soon begin to return. She still had a hand to play.

Undeterred determination remained. The loss of a chance would not bring her down. She would rest first and then begin her plan.

And she knew just who she needed to reach.

. . .

The sun was high in the sky as Twilight raced through the streets of Ponyville. She spotted Rarity ahead of them, who seemed to have been waiting along the path for Spike's return. The white unicorn quickly ran up to the pair as they drew nearer, and the young dragon had no sooner hopped off of his friend when she embraced her, tears flowing down her face.

"You're okay," she whispered. Her hooves shook uncontrollably as she increased her hold on the purple unicorn. "Thank goodness. We were all so worried."

"I'm fine, Rarity. Just a little sore and a bad headache, but I'll be fine," Twilight managed to say under the overwhelming strength of the embrace. Then, in a weaker voice, "I wish I could say the same about your dress. It's completely ruined. I'm so sorry, Rarity."

But Rarity merely stepped back, and Twilight saw the smile on her face even as fresh tears continued to well in her eyes.

"If losing a dress means that I don't lose one of my best friends then it's a small price to pay. All that matters is that you're safe, Twilight. We had all feared the worst."

"Where are the others?" Twilight asked at once. "Are they alright?"

"Yes, they're all fine," Rarity said. "They're all resting in town hall. The whole town is still gathered there. We should hurry before they begin."

"Begin what?" Twilight asked as she and Spike followed after Rarity.

"A meeting," Rarity said. "Last night's incident left everypony scared, especially after we found all of you unconscious. Thankfully no one was seriously hurt. You and Applejack were the only ones who remained unconscious for long. Fluttershy agreed to watch over Applejack, but we were afraid of moving you all the way back even if you didn't seem hurt very badly. I kept expecting the worst, but you seem to be just fine. Thank Celestia for that."

The last words had made Twilight wince and she stopped running. Rarity noticed this and stopped as well, staring intently at her friend and gauging her reaction as she continued.

"We've been searching for Princess Celestia and Princess Luna but we can't find them anywhere." She hesitated, and then said, "We were hoping you would know what happened to them."

The white unicorn saw her friend close her eyes and knew instantly that the next words she said would not bring good news.

"They're not here," Twilight replied. "They're gone."

Spike's eyes widened and he stumbled off of his friend. "What do you mean they're gone?"

"I mean they're gone, Spike." Twilight said in a stronger tone. "They were taken by the one who attacked us. I don't know where they are or if they're even alright."

Silence remained once she had finished speaking. Rarity stared at her, seeming unable to believe the words. Or perhaps not wanting to belief, Twilight thought, but in the end it changed nothing. Both princesses were gone, and even knowing the horrible truth did not ease the pain brought about by the reminder.

She hung her head as silence lingered in the air. Then a hoof caressed her face, and she opened her eyes. Rarity offered her a smile and nudged her affectionately.

"Come on, the others will be happy to see you and it looks as though we have a lot of things to talk about."

. . .

They approached the central pavilion that marked town hall where crowds of ponies had gathered and were shouting in confusion. Twilight stared ahead of the gathered crowd towards the small stage that had been raised the night before and saw the mayor trying and failing to bring order to the mass of ponies. Her eyes locked with those of the other, who seemed relieved at the sight of her and beckoned her to the stage. Rarity and Spike followed after her around the crowd as she hurried to the elevated platform while the mayor tried to catch the crowd's attention, asking them to remain calm.

"If I could have everypony's attention," she said as Twilight and the others came up behind her, "I think we might obtain answers as to what happened last night."

She turned to Twilight Sparkle and offered her what she obviously felt was an encouraging smile, but it came out strained and, combined with the lopsided spectacles and the jumbled mess that was her mane, lost any effect it might have had on the purple unicorn.

"I'm glad to see that you're well, Twilight," the mayor said. She frowned as the crowd behind her continued to shout. "I hate to put you on the spot, but everypony's desperate to know what happened last night. If you could say anything at all that would help…"

Her voice trailed off, the burden of her suggestion seeming too hard for her to place on the unicorn. _We don't have time for this_, Twilight thought, but quickly pushed her frustration aside as she nodded to the mayor and stepped forward to address the crowd. She stared out at the many faces that stared back at her as their many shouts slowly died away and silence remained suspended over the town square.

If speaking to them the night before had been bad it was nothing to having to address them all now. Her nerves were overreacting and she felt herself become rooted to the spot as she tried and failed to speak. What exactly was she supposed to tell them? They were obviously expecting her to answer the one thing she had no way of knowing, the fate that had befallen their two princesses and rulers of Equestria.

She took a deep breath, willing her stage fright away as she heard herself begin to speak.

"I wish I could stand here and give you all good news," she said, keeping her gaze locked over the crowd in order to avoid the crushing look that was sure to appear on every face once she had told them all she could. "I wish I could reassure everypony here that everything will be alright, but I can't do that. All I can do is say what I know to be true. Last night there was an unwelcome visitor who attacked us and kidnapped Princess Celestia and Princess Luna."

There was a ripple in the crowd at her words, but on she went, afraid that she would be unable to continue if she stopped.

"This perpetrator was a unicorn with powerful magic. Unfortunately I can't offer any more than that, since this unicorn was wearing a cloak and a mask and we have no way of knowing who it was. As it stands, the princesses are gone, and so are the Elements of Harmony."

Another ripple as the shouting grew louder. The mayor walked up to Twilight and gestured for the crowd to grow silent so she could continue, but they seemed to pay her no attention as their questioning continued. Twilight closed her eyes, knowing just what they were feeling. The whole situation seemed too reminiscent of Discord's return, and how much potential damage had the draconequus threatened to spread throughout Equestria? This new threat seemed just as menacing, but while Discord had wanted nothing more than to spread chaos and disorder Twilight knew that would not be the endgame in this situation. There was more going on than any of them knew, but she could not worry about that now. She could only try to keep everyone calm and reassure them in any way she could.

On her other side Rarity walked up to Twilight and placed a hoof over her friend. She offered her a smile and then turned to the arguing crowd.

"Everyone be quiet _now_!"

The effect was immediate as the mob of ponies fell silent at once. Rarity smiled, muttering, "That's much better" before nodding to Twilight. "Keep going, dear."

Twilight smiled, feeling her resolve return as she addressed the crowd once more.

"As a representative of the elements I ask all of you to leave this matter to myself and my friends. I promise that we'll find the princesses and secure their safety at all costs. For now, the best thing we can all do is remain calm. Go to your homes with your friends and family and keep each other safe."

Once finished she turned away from the crowd. Beside her the mayor remained silent as did the crowd behind the purple unicorn, but Twilight paid them no attention. She knew that her words had lacked any real encouragement and had left just as many unanswered questions on each one of them, just like she knew that only Rarity's words kept any of them from further questioning her. In the end it didn't matter. There was work to be done, and they couldn't afford to waste anymore time.

"Let's go," she said to Rarity and Spike, who followed her as she descended the stage and made her way towards the building entrance.

"Wow, Rarity," Spike said as he walked beside the white unicorn, his voice a mixture of surprise and admiration, "that was amazing!"

The white unicorn smiled at him. "Thank you, Spike. It's quite difficult being both ladylike and intimidating but I find that it must be done from time to time. And I find that I do it very well."

. . .

The two unicorns and the dragon stepped into the building and crossed the room towards the inner stage. Balloons and confetti lay scattered over the floor and the tables remained full of unconsumed treats. Obviously the search for the missing princesses had stopped the festivities. It occurred to Twilight how the end results of all their effort and planning lay before them and yet there were no ponies around to enjoy it. It all came back to the fact that the princess was gone; both of them were gone. She felt another pang in her chest and quickly pushed the thoughts away as she hopped onto the stage, the others following closely behind her.

Why had she lied about not knowing the unicorn's identity? Surely everyone remembered Trixie, the whole town rallying behind Twilight after she had banished the Ursa Minor and saved Ponyville. Why did she feel as though she needed to keep it a secret from everyone? Did she care about the other unicorn? Or was it because she felt the need to further understand the other's motivation for her actions the night before? The more she thought about it the more she realized that there was no simple answer, and she knew it would be a long time before she received one.

She followed the familiar path she had taken the night before, taking the curved passage to the smaller rooms that lay behind the stage. She froze as she spotted the room that lay directly ahead of her and quickly turned away from it, afraid that gazing any longer would bring all the memories back with painful force. Standing before another door to the side she shared a look with Rarity, used her magic on the door - which swung open instantly - and stepped inside.

Her eyes immediately found her other friends as her gaze seemed to land on all three of them at once. Pinkie Pie looked up from where she stood and immediately hopped over to Twilight, pulling the purple unicorn into a tight embrace in an instant.

"You're finally up, Twilight. Look Fluttershy! Twilight's okay, too!"

The timid pegasus had refrained from embracing Twilight but the unicorn could see relief in her face as Fluttershy moved away from the sleeping Rainbow Dash and closed the distance between them.

"How do you feel, Twilight? Are you hurt?"

"No, Fluttershy, I'm just fine. Why are all of you locked in here?"

"Oh, the mayor thought we should get some rest after everything that happened and let us use this room."

"I see you finally got Rainbow Dash to get some sleep," Rarity said. "You should have seen her, Twilight. She was so worried that she wanted to keep searching for Princess Celestia and Princess Luna. She was practically begging to be locked up like this."

Twilight nodded absentmindedly while Pinkie Pie hopped next to Rainbow Dash and gave a big shout.

"Wake up, sleepyhead!"

The cyan-coated pegasus jumped out of the bed and remained suspended in the air, her eyes darting in every direction. When they landed on Pinkie Pie she groaned.

"How many times do I have to tell you not to wake me up like that, Pinkie?"

The pink pony smiled. "But it's fun."

Rainbow Dash rolled her eyes and turned to the others. She spotted Twilight and in a blur of movement tackled the purple unicorn to the ground.

"Twilight, you're okay!"

"Yes, Dash, and as amazing as it is that I'm alive and well, could you please get off?"

"Oh," the pegasus said with a sheepish smile, "sorry about that. It's just good to se that you're not hurt. Now we just have to wait for Applejack to get up and we can go find Priness Celestia and Princess Luna."

Twilight looked across the room. Not seeing their missing friend she turned to Rarity. "I thought you said Applejack was here with everyone else?"

"Yes, I thought so as well," Rarity said, turning to the other three ponies. Rainbow Dash and Pinkie Pie shared a look before turning to Fluttershy who frowned and lowered her gaze.

"They took her to the hospital because she still hadn't woken up."

She remained silent as the other six friends stared at her. Finally Rainbow Dash turned to the others with a smile.

"Come on, you guys, why the long faces? We're all fine, and I'm sure Applejack is too. I wouldn't be surprised if she was already up and on her way to meet us."

But when Fluttershy did not reply and kept her gaze downcast Twilight knew there was something the other pegasus was not telling them. She approached Fluttershy, feeling unable to handle any more bad news but at the same time needing to know what had happened.

"There's something you're not telling us, Fluttershy. What is it?"

A momentary flinch from the shy pegasus confirmed her fears, and Twilight felt her heart begin to beat faster as the silence in the room suddenly became overwhelming.

"Fluttershy, what happened to Applejack?"

All eyes were on Fluttershy as she squirmed where she stood before finally raising her gaze.

"I checked her before they took her to the hospital. There was something wrong with one of her legs."

"Was it broken?" Rarity asked.

Another downward glance as the yellow pegasus refused to meet anyone's gaze. "I'm not sure…it might be."

"Is that all?" Twilight asked, realizing how cold her words sounded and shaking her head. "A broken leg can heal, Fluttershy. She'll just have to be careful for a while."

"No, that's not all."

The pegasus turned to her friends, her haunted gaze searching every face. Her eyes locked with those of Twilight, the purple unicorn's feeling of dread increasing as she stared back at her friend.

A single thought crossed her mind in the ensuing silence.

_This is going to be very bad._

She had no way of knowing how right she was.

* * *

><p>Thanks to everyone for reading andor reviewing. A special thanks goes to Clockwork Insomniac for leaving such great feedback. I hope you've all enjoyed this chapter and look forward to the next one!


	4. A Terrible Fate

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

* * *

><p>The sun was shinning brightly over Ponyville as the group moved through the town. To Twilight it seemed strange seeing it in the sky now that she could recall the events of the night before more clearly. How had it even gotten there? Princess Celestia had been taken before the night had ended, so how could it be that the moon had set hours ago and now the sun had taken its place?<p>

After some consideration she decided not to dwell on the matter. They had bigger concerns right now, she thought, and Applejack immediately sprung to her mind. Her curiosity vanished instantly as the uncertainty of their current situation returned.

She turned to the large orb in the sky once more, its presence seeming to mock their group with its warm rays. How could it be such a beautiful day? After all that had happened, after what they had lost, how could such a crime be allowed? It seemed an insult to her that all of Ponyville seemed to have fallen back to an old routine, and even though she had asked the town to go about their business, deep down she had hoped that they would show just as much concern as she did.

Conversations had been kept to a minimum as the group of friends moved, and now she turned around to look at each one of them. Every face reflected the same desolation, the reality of the situation separating them from each other as each one found comfort in the solitude of their minds. The once indestructible bond that tied them together now felt unstable and weak, and Twilight knew the reason why. One of their own had been hurt, and their special bond in friendship, as in tune as it always was to all of them, now reflected their sobered attitudes.

The building that was Ponyville's general hospital came into view in the distance and Twilight quickly sprang in its direction, the others behind her doing the same.

"Slow down, Twilight," Spike cried, clinging desperately to the purple unicorn as she sped towards the building, but if Twilight heard him she did not comply with his request.

Rainbow Dash galloped ahead of her, the speeding pegasus taking to the air and leading the way past the revolving doors and up to the front desk where a white pony with hearts adorning her waist stood. She touched the ground and turned to the bewildered nurse just as Twilight crashed into her followed by Fluttershy, the two ponies toppling over the cyan-coated pegasus.

"Me next, me next," Pinkie Pie said, jumping onto the pile of ponies as Rarity walked into the hospital and shook her head at her friend's antics.

"Pinkie, this is serious. For all we know Applejack could be hurt very badly."

The pink pony's ears lowered and she frowned. "I was just trying to lighten the mood…"

"It's okay, Pinkie Pie," Rainbow Dash said as Twilight and Fluttershy hurried to get off of her. "You're just trying to help. That's a lot more than someponies are doing."

She glared in Fluttershy's direction as she got up, the other pegasus shrinking back before the gaze.

"Sorry," the yellow pegasus muttered in a quiet voice.

Twilight turned from one pegasus to the other before frowning at Rainbow Dash.

"This isn't Fluttershy's fault, Dash."

"I didn't say it was," Rainbow Dash replied, "but she could have told us that she knew something was wrong with Applejack."

"She didn't want to make us worry."

"And that was going to make Applejack better, right? We could have done something to help."

"If there was anything that we could do Fluttershy would have already tried. You're not the only one who's worried about Applejack."

Rainbow Dash narrowed her eyes. "At least I act like I care. I don't hide things from my friends."

"Stop it, both of you!"

Both pegasus and unicorn turned to Fluttershy, surprised that she had spoken up.

"This is just terrible," the yellow pegasus said. "Friends aren't supposed to argue like this."

"She's right, you guys," Spike said, coming between Twilight and Rainbow Dash. "Applejack wouldn't want us to be fighting each other."

Silence followed his words as both pegasus and unicorn stared at each other. For one moment Twilight saw Rainbow Dash glare at her, the pegasus closing her eyes and clenching her teeth tightly before letting out a deep sigh.

"You're right, Spike," Rainbow Dash said, turning to the purple unicorn. "I'm sorry, Twilight."

"So am I," Twilight replied. "Let's just forget it happened."

Rainbow Dash nodded and then turned hesitantly to Fluttershy. "I owe you an even bigger apology, Fluttershy. I…I shouldn't have said those things."

"Oh, it's quite alright," the yellow pegasus said. "I know you didn't really mean it."

"No, I'm just worried about Applejack, that's all. I wish there was something I could do."

Twilight walked up to the cyan-coated pegasus and nudged her affectionately.

"You and me both, Dash. We're all worried, but I know that everything's going to be alright."

Deep down, however, she was not so sure anymore. Tension was growing at an alarming rate between the group of friends and it seemed as though they had temporarily avoided the worst. It didn't really surprise her. Applejack had always been the one in their group that seemed to hold them all together, always ready to encourage the others or offer comfort or a word of advice at a moment's notice. Her previous absence had caused an unnoticed strain on the group of friends, and it surprised Twilight that only she had noticed the small changes in the others as they all rallied together to bring Applejack back. Now, with the impending uncertainty of their friend's condition, things were only bound to get worse.

She had yet to reveal to any of them that she knew the identity of the masked pony, choosing to postpone that conversation until after knowing Applejack's condition. Now, seeing Rainbow Dash's small outburst, she did not know what to expect once the truth of the night before was brought out into the open.

A rasping noise of someone clearing their throat broke her trail of thought, and each of the friends turned to the nurse behind the desk.

"I hate to interrupt, but is there something I can help you with?"

"Yes," Twilight said, moving away from Rainbow Dash. "We came here to see Applejack." Her voice grew weaker as she hesitantly asked, "She is here, isn't she?"

The nurse's eyes widened upon hearing the name. "Applejack? Of course she is."

At once the group of friends began to question her.

"Where is she?"

"Is she okay?"

"Is she hurt?"

"She is fine," the nurse replied. "She seemed to have sustained some injuries but nothing permanent, I believe. She should be up and running in no time."

A small part of Twilight registered the words and she felt herself let go of a breath she had unconsciously been holding. There was nothing to worry about. Applejack was okay.

"Can we please see her?"

The nurse frowned and shook her head. "I'm sorry, girls, but only family is allowed to visit right now."

"They are family, miss, every single one of them."

The easy-going tone caught her ears and Twilight turned to the voice, already knowing who it belonged to. The tall and gentle-manered stallion stood next to another pony whom Twilight recognized as the doctor who had treated Rainbow Dash when she had injured her wing. Both wore the same solemn expression that showed weariness and exhaustion.

"Well," the nurse said, "alright then. Go on ahead, girls."

"Big Machintosh," Twilight said as the group of friends moved closer to the red-coated stallion. "How's Applejack doing?"

She thought she saw the stallion's eyes shift before he turned to the other pony next to him.

"Applejack is resting in her room," the doctor said. "It seemed as though she injured one of her legs last night. We already treated her and left her to get some rest."

Twilight nodded silently while the others cheered. Pinkie Pie grabbed Rainbow Dash's front hooves and proceeded to twirl her friend around crying, "She's going to be okay! She's going to be okay!"

"Yes, that's what we thought at first, too."

The once festive-mood quickly became strained once more as the group of friends turned to one another. Rarity asked, "What do you mean, doctor?"

A hesitant gesture, an unsure look shared between the older brother and the other pony, and Twilight felt her heart sink. _Please,_ she mentally pleaded, _no more bad news. I can't take it anymore._

"When she came to Applejack was feeling pain that did not have to do with her injured leg. We had already begun to run tests to make sure nothing else was injured but decided to take broader scans after she woke up."

Not able to handle the suspense, Twilight urged the doctor on.

"And…?"

The other pony turned to Big Machintosh, who closed his eyes and silently nodded.

"Well, as I was just telling the Apples, we found additional damage near where her leg broke. The force of her fall caused a hip fracture. It seems as though somepony intentionally tried to injure her with excessive force."

_Trixie,_Twilight thought at once. The other unicorn was undoubtedly responsible for the injury. She turned to her other friends, the same shock reflected in each gaze as they stood in silence.

Then Rainbow Dash shook her head and smiled shakily. "But she's going to be fine, right? You can fix it, can't you?"

The doctor turned to her with an annoyed expression. "This isn't a toy we're talking about. It's a living pony. It's not that simple."

Seeing their look of surprise he closed his eyes and regained his composure.

"Yes, we can perform surgery on Applejack, and the sooner the better. We have unicorn colleagues in Canterlot that can operate on her and insert a plate to reinforce the pelvic bone with minimal risk. We have been unable to contact them as of yet, but rest assured that we will have the operation set for as soon as possible. In the meantime we will continue to administer something to help her with the pain. However, she will be unable to carry on excessive physical activity of any sort once she recovers and will have to be very careful from now on."

Twilight's ears twitched. His words were not making sense. This was Applejack they were talking about, the strongest one among them and the most dependable pony in all of Ponyville. Ignoring the gasps from Rarity and Fluttershy and Big Machintosh's pained expression she turned to the doctor, an incredulous look on her face.

"What are you saying? You make it sound as though she's going to be…well…crippled."

"No, she just barely escaped that scenario," the other pony said with a shake of his head. "She should consider herself lucky. Had her fall been a foot higher she could have risked suffering severe internal bleeding and might not be alive right now."

The casual tone in his voice made Twilight grow cold. How could he speak so calmly about such a terrible thing?

"As it stands she suffered permanent damage that will limit her from now on," he continued. "Any exertion on her part might cause damage that will lead to further complications. I'm sorry, but I'm afraid that her apple-bucking days are over."

Twilight heard the words but did not believe. Her mind registered the truth but her heart remained stubborn. A cold feeling spread through her as she stood there, barely listening as the doctor apologized and left to attend to other matters. All of a sudden she felt alone, completely separated form the other girls who stood in just as much shock as she felt.

What condition had she expected Applejack to be in once they saw her? Did she really believe that everything would be fine? What had she really expected to find?

_Not this_, a small part of her realized. They had suffered trials before, enduring through difficult situations that had tested their resolve, but they had never faced anything like this before. Applejack was hurt and she would never be the same.

Nothing would ever be the same.

She was so lost in thought that she barely registered the arrival of the eldest member of the Apple family. Granny Smith made her way towards the group, her sturdy walker rising slowly into the air before striking the ground and allowing her to wobble a few steps forward.

"It's been quite a long time since I last saw so many sad faces," she said, her hooves shaking uncontrollably as though they threatened to fail her as she drew nearer to the group. "I can tell just by looking at all of you that you all know."

No one asked her what she meant, each of the friends understanding her words instantly. Fluttershy had long since leaned on Big Machintosh, her face hidden between her long mane as shaky sobs poured out of her. The red stallion rested a hoof over her, offering her comfort even as his face became contorted with sadness and pain. Rarity had also stepped closer to Fluttershy, whispering false promises of hope to the pegasus as silent tears streaked down her own face. Pinkie Pie, always so cheerful and full of energy, had gone completely silent, her ears drooping once more as she closed her eyes and lowered her gaze.

"Now none of that, girls," Granny Smith said, her voice lacking its usual vague tone and possessing the stubborn strength that was characteristic of the Apple family. "Applejack is going to need us to believe in her. The Apples take care of their family, that's the way it's always been. As honorary family members I expect each one of you to be strong for her."

She drew nearer to Big Machintosh and offered him a handkerchief. "Give this to the dear, Machintosh, won't you?" she said, patting Fluttershy as she continued to tremble against the red stallion. "I'll be getting back to the farm to look after Applebloom. You can stay here longer if you want to."

Big Machintosh nodded and Granny Smith, her bones creaking with each step, moved towards the hospital entrance. As she left Twilight stared after her, taking in the slow movement and the slight creaking of her body as a look of determination lingered in the older pony's features. Was this what was supposed to happen to Applejack now? Was taking a single step going to be a bigger challenge than anything else she had faced before?

In that instant she understood Granny Smith's words. The older pony might not have possessed her grandchildren's immense strength any longer but in its place remained a wisdom that only came with age. She was aware of her granddaughter's stubborn pride and how difficult it would be for her to accept help, but she also had the unfortunate knowledge of knowing just how hard it would be for Applejack to adjust. She was counting on her friends – her adopted family – to be there for her.

"He's wrong!"

A resounding clop echoed through the narrow hall, catching the group's attention as they all turned to Rainbow Dash. Rarity's eyes had gone wide as she turned to the pegasus, continuing to pet a shaking Fluttershy as she sobbed onto the red stallion. Ignoring her Rainbow Dash turned to the others in silent defiance.

"He's wrong about Applejack. She's going to be fine."

Yet as she spoke Twilight could see her hooves begin to shake and she instinctively moved close to her friend just as the pegasus broke down. Rainbow Dash leaned onto Twilight, her whole body seeming to spasm out of control. They remained like that for a while, the purple unicorn remaining silent and sensing her friend's anger, frustration, and sadness escape her in silent sobs. Her voice was craked as she spoke once more.

"It's my fault," she cried out in a choked voice. "She stayed behind to help me. I had to go and be a hero and she got hurt. Why did she have to get hurt, Twilight?"

The purple unicorn remained silent as she nudged the other pony, providing her friend a small amount of comfort as the pegasus continued to shake against her. This was all she could do, and it pained her to admit it. It wasn't fair to accuse anyone and she would never even think of blaming Rainbow Dash for what had happened. All she could do was try to help her friend, even if all it amounted to was offering the other a shoulder to cry on.

"It's not your fault, Dash," Twilight whispered after some time had passed, nudging her friend affectionately. "Never think it is. But we need to be strong for Applejack. She needs us right now."

Eventually the words sank in, and the pegasus' sobs grew lighter until they ceased. Moving away from the purple unicorn, she took a steadying breath, nodding in agreement and remaining silent as her gaze rested on the floor.

Twilight nudged her one more time and turned away. Wiping against her eyes and feeling wetness she found her voice and called to the others.

"Come on, girls. Let's go see Applejack."

. . .

"Tell me what troubles you."

The voice had come as a surprise, and as Trixie paced in Princess Celestia's private chambers she suddenly turned to the object floating a few feet away from her.

"What are you talking about?" she asked, trying her best and failing to make her features seem indifferent. "There's nothing troubling me."

"You lie," the mask said, and Trixie flinched as though the words had caused her pain. "It is pointless to hide anything from me. I can read your thoughts completely now, and even if you won't admit it to yourself you cannot fool me."

The blue unicorn turned away from the mask, biting the words that rested on her mind. She would not give it the answer it wanted to hear.

"What, then? Tell me what's on my mind."

"Simple. You do not trust me."

A slight pause. "That's not true."

"Yet it is," the mask said, hovering closer to her, its wide and empty eyes seeming to pierce into her. "You have not been the same ever since you had your talk with the princess. You have let her words fester in your heart and cloud your judgment. You must not allow her to control you."

The words caused her to turn around, her eyes narrowing as her gaze fell over the floating object. All of a sudden every single word she had ever held back from it now threatened to rush out of her.

"What about you, then? It's wrong for me to think of what she said but it's perfectly fine to follow your every order? Is that what you're saying?"

"I have granted you all that you desired. Your magic is stronger than ever before, and your vengeance is all but guaranteed. What has come from listening to the princess? Confusion and doubt is all that she has given you."

It did not slip by her that the mask never denied her claims. Thinking quickly, pushing the worst of her anger back, she shook her head.

"And yet she is right," she said, resuming her pacing as the mask stared after her. "What am I going to do? Everything has gotten out of control. I only wanted to get even with Twilight Sparkle, to show her that she's not as great as she think she is."

"Only?" It surprised her how jovial the mask's tone seemed. "You can lie to yourself if it will ease your fears, Trixie, but I know better. You wanted much more than to get even. Your heart was dark with thoughts of revenge even before I came to you. That has not changed. You are driven now only by your vengeance, and I can help you obtain it."

"And what will happen then?"

That had been one of the things she had wondered about the most. What would happen after she succeeded in triumphing over Twilight Sparkle? Before she had believed that she could continue on to become the very star she knew she was meant to be. Now, after all that had happened, her dreams seemed less possible by the second.

The mask remained silent, and Trixie pressed on.

"You say you can help me get even with Twilight Sparkle. After that is done what will become of me? I can't keep the princesses locked up forever but if I let them go it will be all over for me. I'm doomed no matter what I do."

"This is the path you have chosen, Trixie. You must now follow it to the end."

She stopped her pacing once more, turning to the mask in shock. Was that really the best answer it could provide? Even if she did not release Princess Celestia and her sister there was always the chance that one or both of them could manage to break free from their prisons. Once that happened there would be nothing she could do to stop them. Was she simply working on borrowed time now until that happened?

She pushed the thoughts away, focusing on the mask.

"And what if I don't want to follow this path? What if I just want to put an end to it?"

She waited for the mask to reply but when it did not speak she scoffed. This game was quickly getting old to her, and amidst the fear and confusion that continuously haunted her she began to feel her anger spread through her, overpowering the other emotions that rested over her. The mask was quickly wearing out its welcome, and she was growing more intolerant to its secrecy by the minute. The more she thought about it the more she was regretting agreeing to accept its help. More bad than good had come out of it, and now she faced a clouded future that had seemed more favorable before she had set off on her journey.

Silence remained in the room as the mask hovered in place.

"You must push aside your concerns if you are to succeed in your endeavor, Trixie. All that you desire is yours for the taking just so long as you believe it is. Let me guide you and you will see."

Trixie moved away from the mask and silently nodded, putting an end to the conversation. She heard the superficial tone, the empty words, and realized it was the same one she had always heard from it. Before the mask's promise would have seemed too good to be true, and she would have accepted it instantly. Now she had begun to see things differently, and she kicked herself for not noticing sooner.

"I'll go and check on the element in the forest," she said, not turning around to address the mask. "I need to make sure that Twilight Sparkle does not interfere with my plans."

The mask moved closer to her. "Then let us be on our way."

Sliding it over her face, careful to keep her mind focused on the task at hand, Trixie closed her eyes and allowed herself to be taken away from the room and towards where she wanted to go.

. . .

The door creaked slightly as it was opened and the group of friends stepped into the room. All was silent within, the sound of the door closing behind them breaking through the muted veil before all was quiet once more. Light shone into the room from an open window, the beams of light stretching over the room's two beds and making the small white room expand until it seemed larger than it really was.

Applejack lay on the bed closest to the window, her eyes glued unblinkingly to the world outside. She had made no notion of awareness when the group entered the room and Twilight frowned as her gaze remained locked on the windowsill. She shared a look with the others, moving closer to the bed and opening her mouth to speak before the bed-ridden pony's voice broke through the silence.

"Howdy, girls."

A hollow tone carried the words. The eyes that had lingered on the window fell on the group of friends and she offered them a weak smile.

"I'm glad to see ya'll are doin' fine."

"Hey, Applejack," Twilight said. She paused, realizing how pointless it was to ask, and said, "How are you feeling?"

Applejack shifted on the bed, cringing with pain as she slowly sat up and letting out a deep sigh once she was done moving. "I'd be lyin' if I said I'd felt worse, even with all the work them doctors have been doin'." Spotting the group's dejected atmosphere she said, "I guess ya'll heard, then?"

"The doctor just told us," Fluttershy replied, her voice low as she spoke. Her eyes bulged suddenly as she leaned forward and said, "Is there anything we can do to make you feel better?"

"No, I don't need any favors right now, Fluttershy, but it's mighty kind of you to ask."

But the yellow pegasus, unable to stand still, moved to the small table next to the bed.

"I'll get you some water. Here you go."

Applejack hesitated, then relented and took the drink, downing the water in one swing.

"Thanks, Fluttershy."

The pegasus offered her a smile and stepped beside Twilight. Applejack returned the smile rather forcefully before letting out a shaky laugh.

"I guess I'd better get used to lyin' down in bed. I don't recon I'll be doin' much saddlin' up from now on, no siree, just lyin' down in bed all day waitin' for the cows to come home."

She laughed again, an empty laugh that rung in the silent room, and Twilight felt her heart go cold listening to it. It didn't suit Applejack, and hidden underneath its fainted jolliness she could hear a hurt friend crying out in frustration while daring any of them to pity her. She recalled Granny Smith's request, imploring them to help Applejack however they could, but she could think of no words to say that would help her friend.

Applejack looked at each one of them, and when they all remained silent she continued.

"Working on the farm was fun, you know?" Her voice began to tremble as she laughed once more, her accent becoming more pronounced as her eyes moved from one friend to the next. When they fell over Twilight the purple unicorn felt her body stiffen, gazing unblinkingly back into the other pony's emerald eyes. "I thought I was meant to do it forever. I even got my cutie mark after I came back home. And now look at me! I can't move without feeling a creak in my body. I'm no better than Granny Smith." There was a pause as her eyes became sullen and she took a raspy breath, her voice barely a whisper as she continued. "What am I supposed to do now?"

_Say something, Twilight,_ the purple unicorn's mind all but screamed. _She needs you. She needs all of you. Say something!_

But the right words never came and Twilight stared at her broken friend knowing how she felt. If something happened and she could no longer be Princess Celestia's student she didn't know what she would do. It would be devastating to say the least, and thinking of having to adjust without such an important aspect of her life was more than she could bear. She was quick to dismiss the thought. Not only did it make her feel worse for Applejack but it also brought her concerns regarding the princess rushing to the surface.

A tense silence spread through the room as the group of friends turned to one another, not sure of what to say. Applejack noticed this and let out a sigh.

"I'm sorry, everypony," she said, her voice growing stronger as she closed her eyes. "I'm just complaining here when I know it ain't your fault. I'm glad that no one else got hurt, really."

"Nothing but my pride," Rainbow Dash said. Her eyes were still puffy but her voice remained steady as she spoke. "I've met storm clouds tougher than that pony and I still had to eat dirt." She walked up to the bed, stood on her hind legs, and hugged the bed-ridden pony. "You're going to be alright, Applejack. I know it."

Applejack offered her friend a weak smile. "Thanks for the support, partner. I really hope you're right. Maybe Princess Celestia knows something that might help," she added with a laugh, but when no one else joined in she stopped. "What'd I say?" she asked the room at large, turning from one friend to another before her eyes widened. "Don't tell me…"

"She's gone," Rarity said, "Princess Luna, too. Twilight said they were taken by that mysterious pony from last night."

The purple unicorn felt the attention shift to her, felt the eyes of all her friends fall on her, and fought not to shrink back. All of a sudden she felt anxious of the conversation that was to come. Rainbow Dash had already called Fluttershy out for keeping things from them, even if it was just for a while. What would she say about her keeping something just as important from all of them for as long a she did?

And what about Applejack? She was hurt and would probably feel the injuries she had obtained the night before for the rest of her life, all because Trixie had been dead set on getting her revenge. That made the other unicorn's actions her responsibility. Would Applejack hate her when she found out?

"That masked pony," Applejack said, gaining everyone's attention. "Call me crazy for apples, but I'm positive I've heard her voice somewhere before."

_No,_ Twilight thought. _Not yet. Please don't let them ask yet._

The uncertainty she had felt before had returned, and with it came the fear of just what the others would say. She knew she could not remain silent and yet she was dreading the moment when she would have to reveal the truth, not only involving the mysterious pony's identity, but the loss of the Elements of Harmony and the cryptic final words that Trixie had offered regarding Ponyville's fate.

For a moment she thought that the strain of the current situation had begun to take its toll on her and the never-ending stream of bad news had become too much for her to handle. A faint tugging in the back of her mind made itself present to her, pulling her attention away from the group of friends and providing her with a means of escape. She felt its pull and succumbed to it at once, not knowing what it was but desperate for time to sort things out.

Her eyes closed of their own accord and she felt the presence of her friends fade away as her mind began to wander.

* * *

><p>Author's Note: The last chapter was posted immediately after "Hearts and Hooves Day" aired, and now this next chapter has come following the end of the second season. And what a finale it was! Sadly, it also means that there will be no more new episodes for now. To all the people who have enjoyed this story and wish for an update, I promise to do my best to update further chapters on a regular basis. Thank you for taking the time to read the story, and I hope you look forward to the next chapter!<p> 


	5. The Search Begins

Disclaimer: I don't own My Little Ponies or anything related to it. That belongs to Hasbro or whoever it is that owns it.

* * *

><p>The wind passed over Twilight, blowing her mane across the air, and she opened her eyes. The hospital and its long, silent halls were gone. She was outside, warm rays of sunlight falling over her as she stared at her surroundings. Clusters of trees seemed to shoot out of the ground in every direction, and the green pasture underneath her stretched out for as far as she could see. The main road disappeared ahead of her, and next to her a small dirt path curved away, coming to an end under a large gate from which a sign had been hung. The all-too familiar red fruit was clearly visible on it from where she stood, hundreds of identical fruits hanging from the trees that covered the land. Farther behind the sign stood the large wooden barn that was home to the hardest working family in Ponyville.<p>

Twilight blinked in surprise. Sweet Apple Acres. How had she gotten here?

She made her way to the wooden gate, passing under it and turning her head to either side. The whole area seemed completely empty. It didn't really surprise her. Applejack and Big Machintosh had been with her in the hospital, and Granny Smith would not have reached the farm yet. Even so, the silence surrounding the apple orchard was more than a little unsettling. Never before had she visited the farm without having one of the two older siblings being busy at work. Seeing the place so abandoned made her shiver with unease.

Twilight frowned as another thought occurred to her. Was this even really happening? She had been inside the hospital with the others just moments before. Why was she here now? Had she somehow managed to teleport to the farm? She would never even dream of being able to cover such a large distance with magic, but as impossible as it seemed, she could reach no other conclusion to her sudden arrival at the apple orchard. She remembered the tugging in the back of her mind, the one that had arisen when she had needed a viable distraction to keep from telling the others the events from the night before. Was that the reason why she was now here instead of with Applejack and the rest of her friends?

Whatever had happened, she could not stay here. She needed to get back to the others and work out a plan to find the missing princesses and save Ponyville, no matter how difficult the task ahead seemed.

She closed her eyes and began to clear her mind when she became aware that she was not as alone as she thought. Her eyes flew open and her body grew tense as she searched the farm. There didn't seem to be anyone there, but she knew she hadn't imagined things. She had felt a presence in the supposedly abandoned farm, but as to whom it was, she did not know.

All of a sudden the presence returned and she whirled around, still not seeing anyone around her.

"Applebloom?" she called out, remembering how Granny Smith had mentioned to Big Machintosh that she had left the youngest sibling in the farm. But she received no reply, and feeling the presence once more she turned, her horn beginning to glow as she focused her magic, prepared to fire at whoever crossed her path.

The awaiting figure was not Applebloom, nor was it any other member of the Apple family. In fact, it was the last pony Twilight had expected to see. She shook her head as she stared at the figure, her eyes growing wide as the magic surrounding her horn began to fade away.

Princess Celestia smiled at her.

"It is good to see you, my faithful student."

Twilight remained frozen where she stood. _This isn't happening_, a part of her mind told her. The princess had been taken the night before, captured by Trixie along with Princess Luna, and Twilight had been helpless to save either one. It seemed impossible that either of them would manage to free themselves and escape their imprisonment.

And yet here was Princess Celestia standing before her, a sense of calm radiating off of the princess and easing the worst of Twilight's suspicion. How she had longed to see the princess after all that had happened, her thoughts and concerns revolving on finding Princess Celestia and making sure that she was safe. Now here she stood before Twilight after what felt like an eternity, and all she could do was openly gape in silence.

Seconds ticked by, and when Twilight said nothing Princess Celestia frowned.

"I am sorry to have summoned you like this, Twilight, much less without your consent, but there is much that I need to tell you, and I fear that we must be quick. Time is of the essence."

Even before she had finished speaking Twilight had closed the distance between them, colliding against the taller white alicorn and remaining by her side.

"It really is you," she cried, nuzzling the princess. "It's good to see you, Princess Celestia. I was so worried."

The princess returned the affectionate gesture, a sigh escaping her as she said, "As was I, my faithful student. Seeing you well brings joy to my heart."

She closed her eyes and enjoyed her protégé's closeness, thankful that the other stood before her whole and safe from harm. There was much to talk about, yes, but after the events of the night before and all the tension it had brought, not to mention all the hardships that lay before them, she would not deny a small moment of happiness.

Eventually they stepped away from each other and Twilight said, "You said before that you summoned me here. How did you teleport me all the way here form the hospital?"

Upon hearing the words Princess Celestia's eyes widened, and she gave a start that made Twilight step back in alarm.

"Why were you in the hospital? Did something happen to you?"

"Not me," Twilight began. "It's Applejack. She's not doing so well."

Hearing the words, Princess Celestia slightly relaxed even as her frown remained. "Yes, I happened to witness her injury last night. It looked as though she was hurt very badly."

"They told us she won't make a full recovery." Twilight paused, her voice growing weaker as she continued. "She won't even be able to work on the farm from now on."

Princess Celestia gazed intently at her student, giving Twilight the impression that she was reading her mind. Finally, she said, "You blame yourself for what happened to Applejack. You think it's your fault."

Twilight began to shake her head, but suddenly stopped. It was the truth, after all, and what was the point of lying to the princess? Closing her eyes, she let out a sigh.

"It _is_ my fault, in a way. The masked pony from last night was Trixie. You remember that I wrote to you about her?"

Princess Celestia silently nodded, and she continued.

"Trixie came to Ponyville looking for me. She wanted to get even with me for that whole Ursa Minor incident, but now she's threatening all of Ponyville instead." Turning to the princess, forcing away the frustration and fear that lay within her, she asked, "Why would she do all of this? It doesn't seem anything like the Trixie that first came to Ponyville all those months ago."

Princess Celestia motioned towards a nearby tree, and Twilight followed after her. Once they had stepped under its shade, the princess turned to Twilight. "That's because she's not the Trixie that came to Ponyville so long ago, Twilight. Not completely, anyway. Trixie is being influenced into taking all of these drastic actions, and I believe that they will only become worse from here on out."

"It's that mask, isn't it?" Twilight asked at once. "The mask changed her somehow. Where did it come from? How did she get it?"

Princess Celestia sighed. "You have many questions, Twilight, and I wish I could answer them all, but we do not have much time." The anxious tone in which she spoke surprised Twilight. It was not one she was used to hearing from the princess. "The connection could break at any moment. We must quickly attend to our business together."

"Connection?" Twilight blinked confusedly. "You mean a magic connection? But…we're in Sweet Apple Acres, aren't we?"

Shaking her head, Princess Celestia said, "Not physically, no. We are communicating through a telepathic link. It's how I usually keep in touch with Luna as she travels through Equestria. Everything around us is a projection created by your thoughts, which seem to be centered on your friend Applejack."

Twilight turned to the farm, taking in its familiar surroundings. It seemed like an exact replica of the Apple family's home, right down to the last detail. The real farm might someday be overcome with moss and decay after years of abandonment, yet in her mind, this small copy would always remain as strong and whole as it was now.

It didn't seem fair to her, just like Applejack's injuries didn't seem fair.

Sensing her thoughts, Princess Celestia said, "I'm sorry, Twilight. I wish there was something I could do to help Applejack, but as it stands my magic cannot heal her. We must first focus on the threat that Trixie represents to Equestria."

Twilight remained silent, gazing up at her teacher in surprise. She nodded at once, but deep down she felt a hint of anger towards the white alicorn. _That's it, then_, she thought bitterly. _We just forget about one of my closest friends because she got hurt._

Seeing the look that her protégé was giving her, Princess Celestia shook her head. "I wish there was something I could do to help her, Twilight, truly I do, but from my current place in Canterlot there is nothing that can be done. After we have solved everything we can look into helping her as best we can."

Twilight snapped back to attention, the feeling of resentment vanishing as quickly as it had come. Why had she doubted the princess? Had she really thought that her mentor would simply abandon Applejack?

"I'm sorry, Princess Celestia," she said, feeling ashamed of herself. "I don't know what came over me."

"You are concerned, that is all. It is completely understandable, and it only serves to show what a good friend you are."

This time Twilight allowed herself to smile before something caught her attention.

"Wait a minute. How did you even know I was thinking about asking if you could help Applejack?"

"My dear Twilight," the princess replied, smiling at her student, "I don't need to read minds to know what's on yours. I can practically tell what you're thinking just by looking at you. You could say it's our own special bond." She closed her eyes and sighed as she continued. "Unfortunately, it is through a similar bond that the mask is seeking to use Trixie. It can sense her fears and doubts and manipulates them to keep its control over her."

"But why would it go through all that trouble?" Twilight asked. "What does the mask want with Trixie?"

"It must sense great power within her, otherwise it might have chosen another unicorn to try and control. We must stop it before it manages to combine its own power with Trixie's and extends its control over her completely. If we do not, I fear the results would be disastrous."

Twilight frowned. Why was the princess making such a big deal out of this? The answer seemed painfully obvious to her.

"Why don't we just tell Trixie that the mask is controlling her? She might seem a little overconfident, but she's not dumb. Surely she'll listen to reason."

"That will not do any good, Twilight," Princess Celestia said. "In her heart, Trixie already knows that she is being used. I have tried to get her to stop following the mask, but I was unable to convince her. What is more, I have reason to believe that the mask is not simply manipulating her. She has shown me that she can be very cunning, and she is very adept at reading others' emotions. No, there is something else behind everything, I'm sure of it, but what it is, I do not know. All I can say is that, with the mask controlling her, Trixie is a danger to all of Equestria."

Twilight stared at her mentor in disbelief. "Are you saying that the mask could be just as big of a threat as Discord was? But…it's just a mask, nothing more than a simple object. How can it be so powerful?"

"The same way that the Elements of Harmony are powerful objects," Princess Celestia replied. "There is more to magic than spells, Twilight. In any case, that mask is not a mere object. Its origins are linked to many dark rituals, and horrible acts have been carried out by those who wished to control its power. The last time Luna and I faced it, we were unable to defeat it. So strong was the mask that, even with our combined magic and the Elements of Harmony at our side, the most we could do was seal it away in a deep slumber, one that I had hoped would last until the end of time. Unfortunately, that was not the case, and Equestria is in danger once more."

The insecurity and doubt behind the words came as a surprise to Twilight. Never before had she wondered if Princess Celestia's power had limits. In her eyes, her mentor was the great ruler of Equestria, whose magic knew no bounds. Now, for the first time, she was seeing that Princess Celestia was not as invincible as she had believed her to be. Even so, Twilight knew that she and her friends would have to depend on the two princesses if they were to put an end to this new threat and save Ponyville along with all of Equestria.

"We need you, Princess Celestia," Twilight said at last, a desperate undertone carrying her words. "_I_ need you. Tell me where we can find you in Canterlot. Once we free you we can find the Elements of Harmony-"

"No, Twilight. You must not come to Canterlot."

The words and the desperate tone that carried them came as a blow to Twilight, and she stared at Princess Celestia with wide eyes.

"If you came to Canterlot now you would only draw the mask's attention. You will not last long against its might on your own. If what Trixie said when we spoke is true then she has other plans for all of you, ones that will not come to pass anytime soon. We can use this time to prepare ourselves for the trials that lie ahead."

Twilight gave a start, looking up at Princess Celestia with a blank expression. "But how are we supposed to save you if we stay away form Canterlot?"

Princess Celestia hesitated before answering. She smiled ruefully, gazing deep into her young pupil's eyes. "I'm afraid that I won't be able to join you for this journey, Twilight. I wish I could help all of you, but that is not a possibility at this time. There are other immediate tasks that require your attention."

Twilight heard the words without paying attention. A numb sensation began to spread through her as the same words echoed in her mind. They would not have help from the two princesses, and they would be all alone in facing this threat. How could Princess Celestia expect them to succeed?

Not wanting the princess to sense her fear, she asked, "What should we do, then?"

"You mentioned finding the elements before," Princess Celestia said. "What has happened to them?"

Pushing her fears aside, Twilight thought back to the events from the night before. The image of Trixie floating in the air, deranged and screaming wildly as magic manifested around her, came instantly to Twilight, seeming as vivid as when it had actually happened, and she suppressed a shudder as she addressed Princess Celestia.

"Trixie took them last night. She sent them flying away from Ponyville. I don't know where they are."

Princess Celestia remained silent, sorting through her own recent memories regarding the blue unicorn. While her conversation with Trixie might not have gone as she had hoped, the other had carelessly let slip a valuable bit of information, one that the princess was not able to make much of at the time. Now, after speaking with Twilight and learning what had transpired during Trixie's return to Ponyville, she realized its true importance.

She turned back to her student, and Twilight was surprised to see a gleam in Princess Celesta's eyes.

"When I spoke to Trixie she mentioned the Elements of Harmony. She said that one of the elements had landed in a forest. By the way she spoke, I would assume that it was the one that landed nearest to Ponyville. It must be in the Everfree Forest."

Twilight thought it over, noting that the idea made sense. Even so, the thought of one of the Elements of Harmony lying somewhere within the Everfree Forest, alone and unguarded, made her feel more than a little unsettled.

"Listen to me, Twilight."

The urgent tone in Princess Celestia's voice snapped Twilight out of her reverie. She stared at her mentor, silence lingering in the air as they gazed at each other.

"You must find the elements, starting with this one. The only way we will be able to defeat the mask is by combining the powers of the Elements of Harmony. Only then will we be able to put an end to its threat."

"What about you?" Twilight asked. "I can't just leave you imprisoned."

"We have no choice, Twilight. As it stands, the mask has continued to spread chaos and destruction, starting with Canterlot. It is only a matter of time before its reign of terror spreads throughout Equestria. Time is of the essence, and I fear that you will have to bear this journey without me."

Twilight stared back at the princess at a loss for words. She knew that she was strong, her magic having grown at an alarming rate compared to the other students in Canterlot and cementing her place as Princess Celestia's protégé, but all of that magical ability was nothing next to the magic of her teacher. Yet even as powerful as the regal sisters were, it had almost not been enough for them to successfully subdue the mask. Now Princess Celestia was placing the task of defeating the very same entity on Twilight and her friends.

What difference could they possibly do?

"You are doubtful," she heard Princess Celestia say, once again giving her the impression that the princess could read her mind. "You believe you won't be able to succeed."

"How can I?" Twilight cried out, her body growing tense as the weight of the situation fell over her. She wanted to scream at the princess, the helplessness of it all beginning to seem too much for her, and she stomped the ground in an attempt to push back the overwhelming sense of dread building within her. "My magic is nothing next to yours. How can we make a difference without you?"

"By believing in yourself and in your friends," Princess Celestia replied. Her voice had adopted a stronger tone, one that caught Twilight by surprise, and her eyes narrowed as she moved closer to her protégé, holding Twilight's gaze as she continued. "You might not have my magical ability, but you have something stronger on your side. The magic of friendship. With it, you were able to shatter the image of Night Mare Moon and help turn Luna away from a dark path, and it also allowed you to overcome Discord and seal him away once more. The Elements of Harmony chose all of you for a reason, but the ties you all share in friendship will only be strong as long as you believe in each other. I have faith that you will be able to succeed."

Silence followed as Twilight took her words in. Princess Celestia was right, of course. She was not alone, and neither was she solely responsible for the fate of Equestria. She had friends who had stood with her in the face of danger many times before, and they had always succeeded when they worked together. She would have to believe that their friendship could overcome this new threat just as it had done in the past.

She was about to concede when another thought occurred to her.

"What about Applejack?"

For one terrible moment Twilight thought Princess Celestia would not answer. She seemed to take her time weighing over her thoughts, finding the best way to voice her opinion.

"She will have to put her faith on the rest of you, as well," she said at last, offering Twilight a comforting smile. "It might seem unlikely, but I believe Applejack will play a part in all of this as well."

Twilight had to agree with the princess there. It did seem hard to believe. Yet as she gazed at Princess Celestia she had the feeling that the princess was keeping something from her. It was a thought that was both comforting and frustrating at the same time. Now was not the time for secrets, but if the princess was this calm amidst their current situation, it had to mean that she was confident that everything would work out in the end.

_We have to believe in one another_, Twilight thought, _and trusting your friends means keeping no secrets from them._

She felt her confidence return as her mind became set. She would not postpone telling her friends the truth any longer.

"_Twilight._"

The world around Twilight seemed to become blurred and distorted as a voice echoed in the distance, and the once familiar image of the apple orchard melted away before reappearing around the purple unicorn and her mentor.

"It seems we must part for now," Princess Celestia said. "The link won't last much longer."

Twilight did not need her teacher's affirmation to know that their time together was over. She could feel a strong pull on her mind as her attention was being forced away from her current surrounding, and she fought to remain even as the voice rang around her once more, the farm melting away until she could only see the princess standing before her.

"I'll do it, princess," she said in a quick but determined voice. "I'll tell the others. We'll find the Elements of Harmony, and I'll do all that I can to make you proud of me."

The voice called her name once again and Twilight knew that her time was up. Already the pull was taking her, and she felt herself begin to rise as though waking from a dream.

She thought she heard Princess Celestia say, "I already am, my faithful student," before she felt herself be taken away.

. . .

A light-colored hoof waved in front of Twilight's face as she came to. Shaking her head, Twilight turned to Rainbow Dash in confusion.

"Hello!" Rainbow Dash called out to her with a frown. "Anyone home? Geez, Twilight, how long have you been zoning out on us?"

"Huh?" Twilight shook her head once more. "What was that?"

"Rarity asked if you got a good look at the unicorn's face last night, silly," Pinkie Pie said, grabbing Twilight's face and staring intently into her eyes. "Is everything okay in there?"

"Be nice, Pinkie Pie," Twilight heard Applejack say. "I'm sure Twilight didn't mean to ignore us. There must be something on her mind."

Twilight escaped Pinkie Pie's grip and stepped back. Once again she felt the spotlight rest over her, only this time her fears seemed better controlled. The anxiety she had felt before had diminished under her newfound determination, and the promise she had made to the princess far outweighed the negative thoughts that had plagued her mind moments ago. She turned to her friends, her eyes resting on each face as she silently gathered her thoughts and took a deep breath.

"We need to talk, girls. There's something you should all know."

. . .

The room swayed before her eyes and she felt her hooves collapse as she returned to the confines of the magic barrier. Shutting her eyes against the bright light that it gave off, she remained strewn over the floor, her body exhausted from the enormous amount of energy she had forced out of it to power her magic. Her breath came in short rasps and a dull throb pounded in her head, the backlash caused by the sudden severing of the telepathic link leaving her with barely enough energy to remain conscious.

In the end, however, it had been worth it. She had managed to reach her faithful student and guide her in the correct direction. She could rest easier now knowing that a plan was underway, and while it still irritated her that she would be unable to help, it was easier to bear her imprisonment knowing that Twilight was okay. The group of friends had suffered trials already, but she knew they would prevail. Like many times before, the fate of Equestria would once again depend on those six friends.

Catching her breath, she decided to get some rest. In her current condition it would be foolish to even think about shattering her magical prison. Nighttime was also quickly approaching, bringing an end to the day and, by extension, her dominion. She would be unable to contact Twilight again until the night was over. In the meantime, she would recuperate her energy and, once sun was visible over the horizon, she would attempt to reach out to her faithful student once more.

Silently wishing them all luck, Princess Celestia closed her eyes and felt blissful sleep overtake her.

. . .

The damp smell of earth was the first thing that came to Trixie as the royal chamber faded away and she found herself deep within the canopy of the Everfree Forest. The light from the sun that managed to reach the area did little to help her vision. Darkness spread out all around her, surrounding her in its presence and seeming to hide the many secrets of the forest from any unsuspecting visitors that happened to wander in.

Inspecting her surroundings, Trixie smiled. It was perfect for what she had in mind.

Removing the mask from her face, she held it between her hooves and stared into its bulbous yellow eyes.

"Can you sense where the element is?"

"I can," the voice of the mask replied deep within her mind, letting out what seemed to be a chuckle. "It has landed in what once was the castle of the royal pony sisters. What delightful irony."

Ignoring its humor, Trixie tried focusing her eyes against the spreading darkness of the forest. Her vision began to adjust to the lack of light, and she could see enough to know that she was all alone. Her solitude was further confirmed as she strained her ears for any sound nearby and heard nothing. With that concern momentarily quelled, she returned to examining the surrounding forest. Nothing but trees surrounding her, it seemed. Broken chunks of stone lay scattered on the ground nearby, seeming far too heavy for her to lift without magic.

The mask followed her gaze, turning to the crumbled stone that lay nearby. "These must have been a part of the castle long ago."

Trixie regarded the pieces with a dull expression. "Which way am I supposed to go?"

"We must follow the path ahead. It will lead us directly to the castle. Finding the element will not take long."

Trixie nodded. "Let us be off, then."

"You seem rather distracted, if you do not mind my saying so."

"I'm fine," Trixie replied, her eyes darting to the narrow gaps between the trees. "I just don't like the idea of being out here. They say that strange creatures live in the Everfree Forest, and a lot of weird things happen in here."

"These truly are woods of mystery, but such concerns are better left to small foals, Trixie. There is nothing to fear. I am with you."

_Yes, and it's because of you that I'm even in this mess_, Trixie thought bitterly, but held her tongue. It was important that she keep her emotions controlled or the mask would begin to grow suspicious of her. There was also truth to its words. As long as she did not stray too far, she would not have to worry about the many dangers surrounding her.

Moving in the direction that the mask had told her, Trixie let the shadows of the forest cover her as her mind began to wander.

. . .

"That's all I know."

The tale now told, Twilight took a deep breath and took a look around. The other five friends had remained silent as she recounted the events that only she had witnessed from the night before, and they had yet to say anything. She could see the same look of surprise on each face as they processed the story of all that had happened. Even Big Machintosh's calm features had changed, his eyes seeming rounder as he gaped at her.

A minute passed, and they all remained frozen in place. Twilight sighed inwardly, pushing her mounting frustration away. She knew that it was a lot for them all to take at once, but there was no time to stand around doing nothing. They had no way of knowing how far the Elements of Harmony had been scattered, and if Trixie's words proved correct, they only had seven days to find them all.

"So that pony last night was Trixie," Applejack began, staring down at the covers of her bed. Her eyes narrowed as her thoughts drifted to her first meeting with the blue unicorn. "I thought her voice sounded familiar. It looks like all your hoping was for nothing, Twilight. I don't recon that one learned her lesson at all."

"Who's Trixie?" Fluttershy asked, turning from Applejack to Twilight. "I've never heard that name before."

"You never did see her when she came to Ponyville, did you, Fluttershy?" Rarity asked. When Fluttershy shook her head she scoffed. "You are better off never meeting her, I say. That pony is nothing more than a shameless fraud with too high an opinion of herself."

"That's right," Pinkie Pie agreed. "She's just a big fake, a sham, a lying con!"

Rainbow Dash groaned, placing a hoof against her face and shaking her head. "You didn't meet her, either, Pinkie."

The pink pony laughed. "Oh, yeah, I guess I forgot."

"Settle down, you two," Applejack said. "Now ain't the time for us to be arguing with one another. We need to find the elements before we worry about Trixie." She turned to Twilight. "Where do you suppose they could be?"

"Princess Celestia seems to think that one of them is in the Everfree Forest," Twilight said. "I think she's right. We should start our search there."

Applejack nodded, straightening herself and pulling the bed covers aside. "That sounds like a plan to me. So what are we waiting for? Let's get going."

She began to move out of the bed when a purple glow surrounded her, pushing her down and forcing her body against the bed. She struggled against its hold on her as Twilight slowly approached the bed.

"Hold on, Applejack," she began. Here was another conversation that she had not been looking forward to, but she knew it was necessary that she get her point across to Applejack. "You need to stay here and rest. The rest of us will go search for the elements."

"I ain't stayin' here when there's work to be done," Applejack said. She began to sit up again, momentarily wincing in pain, when the purple glow surrounded her once more and she was pushed back down. Turning to Twilight, she narrowed her eyes. "Let me go, Twilight."

"Not until you promise to stay here and get some rest," Twilight said in a much more forceful tone. She turned to the others girls, silently pleading for their help. "You can't risk moving around in your condition. You need to lie down and rest."

"Twilight's right, Applejack," Rarity said, cutting the orange pony off before she could protest. "The doctor said you needed to be careful not to strain yourself."

"Ponyfeathers," the bed-ridden pony said. She struggled against the purple glow surrounding her, and when she was unable to even budge she groaned in frustration. "Why can't the two of you understand that I want to help?"

"We do understand," Fluttershy said, using her wings and coming to rest next to Applejack. Reaching down, she grabbed the strewn bed covers with her mouth and pulled them over the orange pony. "But you have to understand that we don't want you to get hurt. You need to take the time to heal, or else you'll only end up feeling worse."

Pinkie Pie moved to Applejack's other side, grinning broadly at her friend. "Just lie down and let us take care of it. I'll be super responsible for both of us, so don't you worry."

Applejack turned to the remaining friend who had yet to voice her opinion.

"Don't tell me you agree with them, Dash?"

Rainbow Dash frowned. She had kept her distance as the others drew closer to Applejack. Now she lowered her gaze, her wings folding tighter against her sides as all within the room awaited her response. It occurred to Twilight how crucial the next words Rainbow Dash spoke would be on convincing Applejack. The two friends might not always get along, but there was a silent respect between them, and amidst the friendly rivalry they kept up they valued and cared deeply for each other. They also seemed to share the same rebellious attitude, both having a stubborn spirit that made them unable to back down from anything, especially when they considered it an insult to their pride.

For one moment Twilight was afraid that the blue pegasus would disagree with the group decision, but Rainbow Dash merely shook her head as she approached the bed.

"Leave finding the elements to us," she said. "I promise we'll get them back. You just worry about getting better. You won't be eating much until you get out of here. Trust me, the food here is terrible."

Applejack turned from one friend to another, taking in each of their smiling faces, and sighed in defeat. "Alright," she groaned, "I promise I won't get out of bed until I feel better."

"And not a moment sooner," Twilight added. "Remember to follow the doctor's orders."

"I'll try," Applejack said. She turned to Big Machintosh, who had remained silent and kept his distance as the group of friends spoke. He moved closer to the bed, Pinkie Pie moving aside so that he could stand next to Applejack.

"Make sure Granny Smith doesn't tell Applebloom why I'm really here, Machintosh. I don't want to scare her over this. And don't you go overworking yourself in the farm again."

Big Machintosh nodded, nudging his younger sister. "Get some rest, sis. I'll be back in the morning to see how you're doing."

Moving towards the door, he motioned for the others to follow.

"Time to go, Spike," Twilight said. Faint snoring reached her ears, and she turned to the empty bed, surprised to find Spike curled up over it, his body slowly rising in time with his breathing. Shaking her head, Twilight smiled against herself. It was actually surprising that he hadn't fallen asleep sooner, considering the fact that he had stayed up through the night, and she realized that his concern for her and the others must have been fueling him throughout the ordeal.

Using her magic, Twilight lifted his sleeping form and placed him over her back.

"We'll let you get some rest," she said to Applejack. "We'll come back as soon as we return from the Everfree Forest."

Nudging Applejack, Twilight offered her friend a reassuring smile, then turned and followed Big Machintosh out of the room. She stood outside in the narrow hall, waiting for the others to say their own goodbyes. One by one the friends stepped out of the room, filling up the narrow space until at last Rainbow Dash closed the door behind her as she joined the others.

There was a moment of silence as they all stared at each other. Then Fluttershy asked, "What do we do now?"

Immediately all eyes fell over Twilight.

"I need to go home and do some quick research," Twilight said. "Maybe one of my books will have some information on the elements that I might have overlooked." She turned from one friend to the other, slightly surprised that each one of them were waiting for her instructions. "Gather anything that might help us in navigating the Everfree Forest. We'll all meet in Fluttershy's cottage an hour from now."

No one argued her decision, her friends all nodding in agreement. A plan formed, the group moved out of the building, Twilight taking care to keep Spike safely balanced over her back as she walked. Once outside, she watched as Rainbow Dash and Fluttershy soared away while Rarity and Pinkie Pie began to move in the opposite direction. Not wanting to fall behind, she began to follow after them when a voice called out to her.

"Twilight, can we talk for a moment?"

Surprised, Twilight turned to Big Machintosh. The red-coated stallion had remained silent during their visit to Applejack, and Twilight had brushed it off as his way of coping with his sister's condition. Now, she began to grow curious as to what had been on his mind the whole time.

Turning to Rarity and Pinkie Pie she said, "You girls go on ahead. We'll all meet up at Fluttershy's place." Once the two ponies had moved further away she drew closer to him. "What did you want to talk about, Big Machintosh?"

The stallion remained silent at first, and Twilight could see that he was choosing his words carefully. He turned to Twilight, a determined look crossing his face.

"Let me come with you."

"Come again?" Twilight asked, blinking in surprise. She didn't know why, but she had been expecting him to say a lot more than just that.

"Let me come with you and the others in my sister's place," Big Machintosh said once more. "I know what y'all are planning to do, and I want to help. I promise I won't hold you back or slow you down. I'll do all that I can to be of help."

The usual laid-back tone was gone, and though his words came out through the same soft-spoken voice, Twilight could hear a desperate hint within them. Having the eldest Apple sibling join them could prove to be a good addition to the group, but even so, Twilight found herself shaking her head. Already she was looking beyond the journey through the Everfree Forest, planning for anything that might need to be done. They could use all the help they could get in finding the Elements of Harmony, but this was one request she would not be able to comply.

"I appreciate the offer, Big Machintosh," she said, "but I think it's better if you remain here. Someone has to keep an eye on things in Ponyville and make sure that everything remains safe around here, just in case Trixie returns while we're gone."

Big Machintosh nodded at once. "You can count on me for that, then. Y'all just focus on findin' them elements soon."

"We'll do all that we can," Twilight said. "Can I ask you for a favor, too?"

Big Machintosh smiled. "Anythin' you might need, Twilight."

"Could you take Spike back with you to the farm? I'd rather he didn't stay in the library by himself while we're gone. If you could keep an eye on him for me…"

Big Machintosh nodded, and Twilight used her magic to place the young dragon onto the stallion's back. Making sure that Spike was secure, he began to make his way down the path leading to the farm, the sound of his hooves striking the ground rising above the silence engulfing Ponyville. A short distance away he stopped and turned back to Twilight.

"You girls take care if yourselves out there," he said. "If things get too rough, you're always welcome at the farm. Don't go forgettin' that."

"We won't," Twilight replied. "We'll stop by as soon as we can. Thank you, Big Machintosh."

Big Machintosh gave her one last long, meaningful look, then turned around and continued down the path, Spike's sleeping form wobbling over his back with every step. Twilight stared after them before following the path that would lead her to the library. As she moved, her eyes darted in different directions as she surveyed Ponyville. Nothing seemed out of place, nor did there seem to be any damage done to the many houses and stores that she passed. Why would Trixie threaten Ponyville and then leave without causing any destruction?

Seeing the library in the distance, Twilight shook her head and pushed her trail of though aside. Time was ticking. From this point on she would have to focus on finding the Elements of Harmony, freeing Princess Celestia and Princess Luna, and saving Ponyville, along with all of Equestria. She might not know the fate that would befall Ponyville should she and her friends fail, but learning that didn't seem to matter anymore. The mask would eventually spread its destruction across the whole world, and stopping it before that happened would have to be her main concern.

Opening the front door of the library, she ignored the heavy silence that hung in the air as she moved past the many lining bookshelves that covered every corner. A single bookshelf stood at the back of the room, separated from the rest of her collection, containing every book with information regarding the Elements of Harmony that was at her disposal. As she stood before it, her features became set, and a new wave of determination began to stir within her.

_You only have one hour, Twilight_, she reminded herself. _Better make this quick._

Taking a deep breath, her horn radiated with light as the books sprang to life and took to the air. They hovered before her, the sound of covers opening and pages turning filling the air as she went through them all one by one.

. . .

The ancient castle loomed before Trixie, towering over her as she crossed the narrow bridge that connected the Everfree Forest with the ruins of what once had been the home of the rulers of Equestria. The stone structure had certainly seen better days. The outer walls had collapsed over time and crumbled away, and the few parts that remained standing had become overgrown with vines and moss. Stepping through the main entrance, she noticed that the infestation was even worse on the inside. The main hall stretched before her eyes and she hurried along, finding the doorway to the next room overlooked by two oversized statues. One of them seemed to have been based on Princess Luna, and had fared well through the years; it stood whole and, aside from minor scratches, did not seem to have suffered any decay with the passing of time. The sculpture on the other side's top had been completely destroyed, and nothing remained of its upper half but large chunks of stone. Embedded on one of the stones was the image of the sun, easily distinguishable even in the faint light entering the room, and Trixie did not need to guess on whose image the statue had been carved from.

Taking one last look at them, Trixie crossed the hall and continued to the next room. Here the ceiling was nonexistent, and she could make out the shape of the castle's towers that protruded on either side of the structure. Ahead of her the path continued deeper into the castle.

"Which way?" she asked out loud. "Is the element in the throne room?"

"No," the mask spoke into her mind, "it is up on the highest tower. The Elements of Harmony once called that tower their home, and the princesses kept them there, safely locked in place, ready to unleash their power should Equestria ever be in danger."

"I didn't come here for a history lesson," Trixie snapped. She turned from one tower to another, noticing that one did in fact seem taller than the other, and moved towards the stairs that branched out of the castle's main structure. She began to climb up the spiraling path, reaching the landing atop in moments and feeling the cool evening breeze blow by her. Here was another part of the castle that had seen better days. One side of the room had been completely destroyed, as though blasted away by magic. It probably _had_ been destroyed through magical means, Trixie thought, and she realized that it had probably been done just before the beginning of Princess Luna's banishment.

Across from her stood the broken remains of the threshold leading to the next room. Crossing through it, Trixie quickly spotted the element they had come to find. The magical object gave off a strange glow as she approached it, the radiance seeming to gently pulse into life before slowly fading away.

Reaching up for her face, Trixie gently lifted the mask and held it between her hooves. It immediately began to hover before her, and she moved beyond it and stood before the element.

"Do I pick it up?" she asked. "Or are we using magic to move it back to Canterlot?"

The mask moved next to her. "Who said anything about moving the element?"

Trixie gave a start, surprised at the words, but she caught herself just in time. The mask had not seemed to notice, and she asked, "Aren't we going to keep Twilight and the others from finding the Elements of Harmony? Taking this one back with us seems like the best way to do that."

"I have a better idea," the voice in her mind rang once more, sounding delighted. "Let us have some fun."

The mask hovered closer to the element, and Trixie remained silent as she watched it circle the magical object.

"This one seems to be the Element of Honesty."

Suppressing a scoff, Trixie rolled her eyes. "Does it really mater which element it is? What exactly are you planning to do with it?"

"Just a simple game," the mask's voice replied. She watched as the mask began to circle the element, a dark aura forming around its edges as it continued to spin faster. The emanation was so strong that Trixie was forced to raise a hoof and shield her eyes. Finally the mask broke away, coming to hover next to her as the intangible material continued to circle around the element, moving closer to it until both converged. The element gave off a dark glow before the strange aura receded and the bright pulse it gave off returned once more.

"It is done," the voice of the mask spoke in Trixie's mind, and it surprised her to hear that it sounded slightly fatigued. "Once the new wielders of the Elements of Harmony arrive they will be in for a surprise. Let us move on to the next one."

"Not yet," Trixie said. "I don't want to leave until Twilight and the others arrive. I want to see my revenge become a reality firsthand."

"We must not waste time, Trixie. Their attention will be distracted as they search for this element. It will give us time to find the others and do the same. Twilight Sparkle will suffer in due time. Do not let her fate distract you from our plans."

Biting back the angry retort that threatened to come out of her mouth, Trixie took a deep breath, pushing her anger back and maintaining her features composed. "You still haven't told me what will happen once the seven days are over. What did you make me do back in Ponyville? I know it was magic, but I can't remember what it was supposed to do."

The mask hovered silently in place, and Trixie knew enough by now to tell that it was wording the answer it would give her. She knew at once that it would not provide her with the information that she had asked, opting instead to give her an empty answer glossed with intricate words meant to assuage her and satisfy her curiosity.

"Once seven days have come and gone," the mask said, "the game will come to an end. Nothing beyond that need concern you. Rest assured, Ponyville will never doubt your power, and Twilight Sparkle will outshine you no more."

Trixie nodded, keeping her composure even as she felt her heart sink. Again the same empty words promising only what she wanted to hear. She had grown used to it, and yet every time she would kick herself for not seeing the truth that had been in front of her this whole time. The mask's words served to confirm what she had known all along: she would not be the one making the decisions, not even to attain her revenge. Something else was happening here, another plan that she could only begin to imagine, and it was clear that she would not be the one in control during the forthcoming events.

Whatever the mask was preparing for, she would be nothing more than its puppet through it all.

"Come, Trixie, let us be on our way."

Closing her eyes for a moment, Trixie sighed and turned to the mask, moving next to it and keeping her gaze locked ahead. When she spoke again her voice was even and controlled.

"Let us be off, then."

Moving as one, they descended the spiraling path, leaving the castle behind them as they crossed the narrow bridge and returned to the forest.

. . .

The sun was slowly setting as Twilight approached the small cottage on the outskirts of Ponyville. Ahead she could see Fluttershy talking with Rarity as Rainbow Dash soared overhead, seeming eager to begin the journey. Seeing Twilight, the blue pegasus looped in the air and raced towards the ground, lading next to Fluttershy and shaking her body as her wings folded to her side.

"Did you find anything, Twilight?"

Twilight shook her head. "No. My books don't go into much detail about the Elements of Harmony. I already knew all the bits of information in them."

"Which means we will have to search through the entire forest before we call it a day," Rarity said. She rested a hoof against her head and sighed. "I can only imagine what all this travelling is going to do to my mane."

Fluttershy turned to the path leading into the forest. Her hooves began to shake as she turned back to Twilight.

"We won't really have to go through the whole forest, will we?"

"I don't know," Twilight said. "We might have to, but I'd like to check one place before resorting to a full search. The Elements of Harmony were once kept in the castle within the Everfree Forest, right?"

"Why are you asking us?" Rainbow Dash said. "You're the one who reads all the boring books around here."

Shooting a look at the blue pegasus, Twilight continued. "I think we should go there first. I have a feeling that we'll find the element there, just like we found all of them there last time."

"Sounds like a plan," Rainbow Dash said. "Now we just need to wait for Pinkie to show up."

Turning around to the path she had travelled and not seeing the pink pony caused Twilight to frown. "Where is she, anyways?" she asked Rarity. "I thought the two of you took off together?"

"We did," Rarity admitted, "but she told me that she had to stop by Sugarcube Corner first to get some things that we might need." Her expression turned doubtful as she continued. "It would be nice to have some supplies, but knowing Pinkie, well…"

"Wait for me!"

Pinkie Pie came bouncing up to the others, humming one of her songs as she approached the group. To Twilight, she seemed as content as if they were merely going on a picnic. There was a sack strapped to the pink pony's side, and Twilight stared at it with a hint of apprehension. Knowing Pinkie Pie, there could be anything within the bag and it wouldn't surprise her.

"Took you long enough to get here, Pinkie," Rainbow Dash said. "What's in the bag?"

"Oh, just a few things we might need," Pinkie Pie said, patting the bag and smiling at her friends.

Trusting her instincts, Twilight focused on the bag. It began to glow as it slowly lifted away from Pinkie Pie, who gave a sharp intake of breath and desperately reached for it with a flailing hoof.

"No, don't!"

Ignoring her, Twilight used her magic to tilt the bag upside down. Its contents spilled out instantly, the flow of materials kept inside beginning to pile up as the others stared in surprise. From where she stood, Twilight could see cupcakes, party hats, invitations, and streamers, amongst other party goods and prank materials, as the pile continued to grow higher.

Eventually, the constant stream spilling out of the bag stopped, and Twilight turned to Pinkie Pie, who offered a guilty smile.

"Only a few things?" Twilight asked in disbelief. She pointed towards the pile. "This is all the stuff you brought?"

"Don't be silly, Twilight," Pinkie Pie said. "That's not all. There's still more stuff in there."

Taken aback, Twilight turned back to the bag still floating in the air and used her magic to give it a big shake. Immediately another wave of goods continued to pour out of the bag. Rarity took a step back, her mouth agape as the pile continued to grow larger before her eyes, and Twilight shook her head. Coming from Pinkie Pie, this really shouldn't have surprised her.

Finally, a rubber chicken fell out of the bag atop the pile, and the constant stream of supplies came to an end.

All eyes were on Pinkie Pie, who merely smiled.

"Now it's empty!"

Twilight stared at the large pile and groaned. Indeed, there were some things regarding Pinkie Pie that were better left unexplained.

"You can't take this stuff with you, Pinkie," Rainbow Dash said, motioning towards the pile. "We won't need half of this junk."

"Junk?" the pink pony cried. She reached for the chicken sitting atop the pile. "This isn't junk. This is comedy gold!"

"What Rainbow Dash is trying to say," Rarity quickly added, "is that we won't have time to use any of these things."

"She's right, Pinkie," Twilight said. "We're on a mission from Princess Celestia to save Equestria. We won't have time for games and parties."

"I know that," Pinkie Pie said, reaching for the bag floating overhead and stepping next to the pile. "I just thought we might need some of these things for later. You know, just in case we forget to laugh."

Twilight opened her mouth to protest and stopped. Her thoughts had returned to her first journey through the Everfree Forest. She had been accompanied by the others that time, undertaking a perilous journey with what she considered to be complete strangers as she sought to obtain the Elements of Harmony. She had been unsure of some of her other companions, concerned over how helpful they would be during the journey, but her doubts had been focused on Pinkie Pie the most. The pink pony had seemed oblivious at best and foolish at worst, and Twilight had found it difficult to take the "resident party expert" seriously. It was not until the group's fear had begun to overtake them that Twilight began to understand why Pinkie Pie acted in her own peculiar way. To "giggle at the ghosties", to be able to laugh at one's greatest fears and prevent them from overpowering one's own self, was a lesson they had all needed to learn, and it was something they would need to remember in the days to come.

Moving next to the pink pony, Twilight smiled. "You're right, Pinkie. We'll all need a good laugh here and then."

"Exactly," Pinkie Pie said, strapping the bag around her back and hopping ahead, the pile of materials having vanished once more. "Now let's get this party started!"

As she went on, Rainbow Dash shook her head and chuckled. "Pinkie Pie, you are so random."

"She is rather odd at times," Rarity agreed, "but our dear little Pinkie Pie will always be Pinkie Pie."

"Yes she will," Twilight said, watching as Pinkie Pie moved further down the path. She turned to the others, feeling ready for the first time that day to start another adventure.

"Let's go find the Elements of Harmony, for Applejack and the princesses."

The others nodded, and together they took off after Pinkie Pie. Twilight paused and turned around, gazing at Ponyville one last time. Would everything be fine while they were gone? She thought it best not to dwell on the matter. All she could do was focus on finding the element in the forest before anything happened to it. Planning their next move would have to come after that.

She was about to turn and follow after the others when she noticed a small figure far down the path moving in her direction. Curious, she squinted and focused on it, but the sun was against her, and all she could make out was the silhouette of a pony as it travelled the dirt path and moved in her direction.

"Hold on, girls," Twilight called after the group. "I think someone's coming to see Fluttershy."

"A guest," Pinkie Pie cheered, placing the bag on the ground and plunging her hooves deep within it. "I'll get some tea and cupcakes. They should be in here somewhere."

Meanwhile, Fluttershy moved next to Twilight and stared down the path, spotting the figure approaching them. "I wasn't expecting anyone this afternoon," she said. "I wonder who it could be."

The words came as a surprise to Twilight, and she turned back to the trail. _Is that Big Machintosh_, she wondered. A part of her hoped not. She had asked him to remain in Ponyville for a reason, counting on him to keep things calm and take care of any problems that might arise while they were gone, and he had seemed to accept that decision without complaints. And yet here he seemed to be, galloping at a quick pace, no doubt eager to reach the group before they ventured into the forest.

Yet the figure didn't seem as tall as Big Machintosh, and its mane was far longer than his, flowing behind the pony in a way that seemed very familiar to Twilight.

Shaking her head, Twilight frowned._ You're being paranoid, Twilight_, she thought. _It's probably someone from town just passing by. It might even be Zecora returning from visiting her village._

But as the figure approached and Twilight was able to discern the light-colored body, she knew that was not the case. Her eyes widened as she stared at the figure in shock.

_No_, she thought. _It can't be her. She wouldn't dare._

All she could do was wait and hope that she was wrong.

. . .

The journey back to the Everfree Forest had been a quick one. Trixie had remained silent throughout the return, walking ahead of the mask and letting her mind wander as she moved. The only times she addressed the mask were when it would stop and hover in the air, seeming to focus its power on the forest around it. Why it did this, Trixie could not tell, and the answer she had received upon asking was as cryptic as any other.

"All part of our game," the mask had said, repeating the words whenever Trixie turned to it with an annoyed expression. "I am sure that Twilight Sparkle and the others will appreciate our effort."

In no time they had returned to where they had first arrived within the Everfree Forest. Turning back to the mask, Trixie said, "What now?"

"We take our leave. Preparing the forest for our friends has taken its toll on me. I must return to Canterlot and rest. Then, we will search for the other Elements of Harmony.

The mask hovered near Trixie, and she knew it was waiting for her to don it. Even so, she did not reach for it.

"What about Twilight Sparkle?"

"I already told you not to concern yourself with her."

"I want to be there when they find the element. I want to make sure that Twilight suffers the same way I did."

"They will find their path to the element hindered soon enough. We must make haste. Already I can sense them gathering ahead and preparing to make their way into the forest. It is time for us to leave, Trixie."

The urgency in the mask's tone surprised Trixie, but still she did not move from where she stood. Her eyes moved towards the scattered stone that lay over the ground. Some pieces were almost the same size as her, and she guessed that they must weight just as much, if not more. If so, she would only be able to lift one of them.

It would have to be enough.

"No more stalling, Trixie. I cannot remain suspended much longer. It is time we take our leave."

Nodding in response, Trixie made as if to place the mask over her face when it slipped between her hooves. The magical object fell over the ground, lying as motionless as if it were devoid of life. In an instant, Trixie had hopped back, her horn beginning to glow with a faint aura as the largest of the stones began to move. It rushed towards the mask, causing the ground to shake as it fell, a storm of leaves showering down around her as a cloud of dust rose to the air.

Her work finished, Trixie slumped over, taking a few moments to catch her breath. The whole act had taken less than five seconds, but the enormous strain had taken its toll on her. The stone had weight more than she thought, and in an attempt to overcompensate she ended up using more energy than she had originally intended. Once her breathing had evened she moved closer to the large object. She could only make out parts of the mask's outline as it gave off feeble jerks under the crushing stone, but no matter how much it struggled it was unable to overcome the weight that Trixie had placed over it.

"What is the meaning of this, Trixie?" its voice rang in her mind, and whether it was surprise or panic that she heard, she could not tell the difference. She starred down at the crude but effective trap, easily imagining the mask's yellow eyes in her mind.

"I'm done," she said. The anger she had fought back so many times before was now rising within her, yet her voice remained controlled. "I won't follow you anymore. I don't need you. I can get back at Twilight Sparkle on my own."

"What are you saying? Do not do this, Trixie." The mask gave another feeble jerk, but the stone atop did not even budge. "Release me. I will assist you on fulfilling your plans."

"No you won't."

It was a short reply, and yet it seemed to fill the air around her with its undoubtful truth. The voice of the mask in her mind fell silent at once, possibly surprised at how easily the words had been said. They served to solidify Trixie's resolve, who, having finally spoken what had been on her mind for so long, realized how obvious that truth had been all along.

"This was never about my revenge. You were the one who was always in control, right from the very start. I was just too careless and eager to get what I wanted to notice."

Tears began to form in the corner of her eyes, and she turned away from the mask. Her breathing was becoming uneven, and her body began to shake as she hung her head.

"Trixie?"

"I believed in you. I trusted you. All these months I've honed my magic, learning control and becoming stronger, counting down the days until I could put my plans in motion, just so you could use me. Was I nothing more than your puppet from the very start?"

The mask did not reply. Its silence told her all that she needed to know, and it hurt. The truth brought betrayal, and she wiped at her eyes as she continued, a small smile forming on her face as soft sobs escaped her.

"A part of me knew it was all a lie, you know? Finding an answer to all your problems, all of your dreams laying before you…it all sounded too good to be true. And it was. I thought you were my friend."

"I was, Trixie," the mask said at last, its voice sounding pained. Was it feeling regret? She would have liked to believe so, but she knew all too well how deceptive the right words could be. "I still am. Release me. I want to help you."

For a moment Trixie was tempted to do so, and she found herself wishing that everything could go back to the way it had been in the beginning. With the mask's guidance her magic had steadily grown more powerful with each passing day. It had taken care of her, extending its influence to those around her so that she always had a warm meal and a place to rest as they traveled together. Through it all she had grown used to its presence, believing that, just maybe, she had found someone who cared for her.

What she would give to believe that she could release the mask and all would work out, but she knew it was no use. The seed of doubt already lay within her, and her talk with Princess Celestia had only served to further fuel her uncertainty. She knew this would be the end of their journey together.

She could no longer trust the mask. The damage had been done, and now things could never be the same again.

"Believe in me, Trixie. It is not too late."

"No," she said, hearing the words come out almost on their own. "It was always too late."

She could almost feel slap the words caused to the mask, but she did not care. She was seeing clearly for the first time in many months. The separation would bring pain, yes, but she would overcome it. Nothing of her agenda had changed. She would create her own fate, and one day, she would find a way to fulfill her dream.

Trixie turned back to the mask, a pained expression on her face as she tried to smile once more.

"I owe a lot to you," she said. "You helped me through some difficult times, and you never gave up on me. I could hate you for what you've done to me, for using me and trying to control me, but I won't. You meant too much to me. I thought you were my friend, and I want to leave now still believing so."

The mask's movement became more erratic at her last words, and it began to flail wildly underneath the crushing stone.

"Don't go, Trixie. Don't leave me alone."

Ignoring its cries, Trixie closed her eyes and took a deep breath. She began to move, taking slow steps in the direction that the mask had mentioned. Behind her she could hear the mask continue its struggle to break free, its voice echoing in her mind as it screamed after her. It was not long before it fell silent, a much quieter sound replacing its screams, and Trixie felt her heart go cold listening to it. She knew then that the mask had felt true fear before, pleading with her and convincing her to believe in it. Tears streamed down her face as the faint sound of sobbing continued to fill her mind, but on she went. The mask would remain imprisoned, and she knew that it would stay like that for a very long time.

Pushing its fate out of her mind, Trixie let the lingering shadows cover her as she moved deeper into the forest, her showdown with Twilight Sparkle all but ready to begin.


End file.
